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SR I_Brochure_I c.cdr - ONGC

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Precautionary approach: Our operations emphasize risk management and abundant caution in our E&P operational activities.<br />

We do not take lack of scientific uncertainty as a reason for delaying action in undertaking risk assessment, risk mitigation and<br />

actions for safe operations, that would minimize the impact on environment.<br />

For example, we understand the concerns of climate change and despite the regulatory and scientific uncertainty, we have<br />

initiated voluntary mitigation plans, with initiatives to work on a low carbon growth trajectory. Similarly, for our offshore<br />

operations, we conduct environmental surveys and monitoring of areas surrounding our operational activities in order to<br />

understand potential impacts on the marine environment and biodiversity. We take into account residual impact if any, and<br />

design necessary mitigation action plans.<br />

<strong>ONGC</strong> is required and therefore seeks environment clearance before commencing operations at a location. The environment<br />

clearance includes forest clearance and thus ensures that we do not own, manage or lease land and thus operate in protected<br />

areas and areas of high biodiversity.<br />

Linkage between compensation for members of the <strong>ONGC</strong> Board and the organization's triple bottom line performance: The<br />

compensation and the performance related pay of the functional directors and the CMD are linked to the performance of the<br />

company against the parameters fixed in the Memorandum of Understanding executed with the Ministry of Petroleum & Natural<br />

Gas. Corporate social responsibility (C<strong>SR</strong>) and Health, Safety and Environment (HSE) are also included in these parameters.<br />

Independent Directors are paid sitting fees for the meetings of the Board and committees attended by them. The Government<br />

Nominees on the Board are not paid any fees or remuneration.<br />

Avoiding shareholder conflict of interest: There is a process to ensure that conflicts of interests are avoided at the Board of<br />

Director's level. Pursuant to the provision under the Companies Act, 1956, every director would have to disclose the nature of<br />

his/her concern at a meeting of Board of Directors and thereby a related party disclosure certificate is to be obtained in this<br />

regard.<br />

Process for determining the qualifications and expertise of the members of <strong>ONGC</strong> Board : Being a Public Sector, all the directors<br />

at <strong>ONGC</strong> are nominated by the Government of India. For the selection of the functional directors and CMD, the vacancies are<br />

notified in advance and the candidates are interviewed by the Public Enterprise Selection Board. Their appointment is approved<br />

by the Appointments Committee of the Cabinet (ACC) of the Government of India.<br />

For appointment of non-executive directors, the Department of Public Enterprises forms a search committee and the<br />

appointment is made by the ACC from amongst shortlisted candidates. The nominee directors are appointed by the Government<br />

of India based on the advice of the administrative Ministries. The independent directors are usually distinguished peers in their<br />

own right chosen from the field of management, industry and academics. These directors head and are the members of board<br />

sub committees according to their qualification and experience background.<br />

<strong>ONGC</strong> provides opportunities to its shareholders to voice their concerns or provide recommendations. All our functional<br />

directors, including the chairman have designated public visiting hours on specific days of the week, during which any member of<br />

the public can voice any issue or grievance.<br />

The <strong>ONGC</strong> "Investor Service Centre", providing information frequently required by investors and analysts, is available on our<br />

corporate website http://www.ongcindia.com/investorcenter.asp. The website provides updates on financial statements,<br />

investor related events and presentations, annual reports, dividend information and shareholding pattern, along with our<br />

corporate governance report. Existing and potential investors are able to interact with <strong>ONGC</strong> through this web link for their<br />

queries.<br />

A Management discussion cum analysis report (which is part of the Directors' Report) is circulated to all shareholders of <strong>ONGC</strong><br />

along with the Annual Report.<br />

A core team comprising of senior, experienced officials and headed by the Director (Finance) has been assigned the<br />

responsibilities for up-keeping the said link and also to serve as a platform for the shareholders to express their opinions, views<br />

and suggestions to understand the influencing factors in their investment decision process.<br />

Besides, the said team is also instrumental in maintaining close liaison and to share information through periodic meets<br />

including teleconferencing in India and abroad, regular press meets with investment bankers, research analysts, the media, and<br />

institutional investors. <strong>ONGC</strong> is committed to take further steps, as may be necessary, to fulfill the expectations of its<br />

stakeholders.

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