2007-2008 - Cgglobal.com

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CORPORATE GOVERNANCE The Company’s Philosophy on Corporate Governance At Crompton Greaves Limited (‘Crompton Greaves’, ‘CG’ or ‘the Company’) Corporate Governance is reflected through best-in-class business practices and adoption of high level of ethical standards whilst doing business. Growth and Profitability is important; but the Board always remains conscious of business enablers and gives them as much importance as financial performance. It willingly commits adequate funds and management time to communication & IT infrastructure, brand building, management processes like budgeting & strategy development, internal control systems & processes as well as human resources and knowledge management. CG encourages Management independence and provides individual flexibility within an established framework of policies, standards and processes, which derive their source from the CG Values and are translated into its business practices, authority-responsibility matrices and governance systems. A strong internal audit and control mechanism ensures that the Company’s risks are substantially aligned with its decided business strategy. In FY 2008, the Company formally approved a Code of Business Practices, which advocates consistency of practices related to operations at CG and all its subsidiaries worldwide. The Code also provides for a mechanism through which the employees of the Company may, in confidence, raise concerns about possible improprieties in the conduct of business. It contains an independent investigation process and provides for appropriate disciplinary actions for non-conformance. As a concerned Corporate Citizen, CG continues to focus on Communities that surround its operations at various locations, by supporting projects and sponsoring identified community causes. Employees are encouraged to participate in these programmes and make a difference to their communities, thus bringing pride to themselves and creating a trusting partnership between the Company and the communities. As the foreign locations progressively get integrated with CG, the aforesaid best practices of governance get extended to these locations as well. 44 ANNUAL REPORT 2007–2008 CROMPTON GREAVES LIMITED
Board of Directors COMPOSITION As on 31 March 2008, the Company had an eight-member Board of Directors. The Chairman, Mr Gautam Thapar is a Non- Executive Director and a member of the Promoter Group. Six other Non-Executive Directors – Mr Scott Bayman, Dr Omkar Goswami, Mr Sanjay Labroo, Ms Meher Pudumjee, Mr Satya Pal Talwar and Dr Valentin von Massow - are independent in terms of Clause 49 of the Listing Agreement with Stock Exchanges. Mr Sudhir Trehan is the Managing Director. Thus, the Board of Crompton Greaves presently comprises of one Executive Director and seven Non-Executive Directors, of whom six are independent Directors. Table 1 gives the composition of the Board, and the number of outside Directorships held by each. None of the Directors are related to each other. BOARD MEETINGS There were five Board Meetings held during the year: on 20 April 2007, 30 May 2007, 26 July 2007, 30 October 2007 and 30 January 2008. The Company’s last Annual General Meeting was held on 26 July 2007. Table 2 gives the attendance record of the Directors. Directors’ Compensation MANAGING DIRECTOR’S COMPENSATION For the FY 2008, Mr Sudhir Trehan, Managing Director received a remuneration package comprising a fixed salary component and a performance linked bonus, as approved by the Remuneration Committee of the Board on 25 January 2006, and conveyed to the shareholders pursuant to Section 302 of the Companies Act. In terms of the powers delegated by the shareholders at the Annual General Meeting held on 22 July 2005, the Remuneration Committee of the Board is authorised to revise the compensation package of Mr Trehan, upto a ceiling of 5% of the Company’s net profits. In recognition of the manifold increase in Mr Trehan’s role in view of the global presence of the Company and the positive impact that his business efforts have had on the Company’s profitability, the Remuneration Committee at its Meeting held on 30 January 2008 revised the remuneration package of Mr Trehan, with effect from 1 April 2008. TABLE 01 COMPOSITION OF THE BOARD NAME STATUS OTHER BOARD REPRESENTATIONS DIRECTORSHIP (A) COMMITTEE MEMBERSHIP (B) COMMITTEE CHAIRMANSHIP (B) MR GAUTAM THAPAR NON-EXECUTIVE CHAIRMAN; PROMOTER 16 4 1 MR SUDHIR TREHAN EXECUTIVE; MANAGING DIRECTOR 5 1 1 MR SCOTT BAYMAN NON-EXECUTIVE; INDEPENDENT 1 0 0 DR OMKAR GOSWAMI NON-EXECUTIVE; INDEPENDENT 8 8 2 MR SANJAY LABROO NON-EXECUTIVE; INDEPENDENT 16 2 0 MS MEHER PUDUMJEE NON-EXECUTIVE; INDEPENDENT 6 1 0 MR SATYA PAL TALWAR NON-EXECUTIVE; INDEPENDENT 10 9 3 DR VALENTIN VON MASSOW NON-EXECUTIVE; INDEPENDENT 1 0 0 NOTES (A)Includes private limited companies, but excludes alternate directorships and foreign bodies corporate. (B) Of only public limited companies. TABLE 02 ATTENDANCE RECORD OF THE DIRECTORS, FY 2008 NAME ATTENDANCE BOARD MEETINGS LAST AGM MR GAUTAM THAPAR 5 YES MR SUDHIR TREHAN 5 YES MR SCOTT BAYMAN 5 YES DR OMKAR GOSWAMI 5 YES MR SANJAY LABROO 4 YES MS MEHER PUDUMJEE 5 YES MR SATYA PAL TALWAR 4 YES DR VALENTIN VON MASSOW 5 YES CORPORATE GOVERNANCE 45
Page 1 and 2: CROMPTON GREAVES LIMITED ANNUAL REP
Page 3 and 4: RETURNS PERCENT 23 PERCENT 25.90 RO
Page 5 and 6: $ Return on net worth (RONW) rose b
Page 7 and 8: CORPORATE INFORMATION Board of Dire
Page 9 and 10: Power Systems CONSOLIDATED PERFORMA
Page 11 and 12: CG Power’s Indian operations show
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SCHEDULES FORMING PART OF ACCOUNTS
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SCHEDULES FORMING PART OF ACCOUNTS
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STATEMENT UNDER SECTION 212 OF THE
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CROMPTON GREAVES CONSOLIDATED FINAN
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CONSOLIDATED BALANCE SHEET AS AT 31
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STANDALONE BALANCE SHEET AS AT 31ST
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STANDALONE BALANCE SHEET AS AT 31ST
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PRODUCTS & SERVICES 140 ANNUAL REPO
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HT Motors: GANZ HT Slip Ring Motor
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ESTABLISHMENTS REGISTERED OFFICE CG
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WESTERN REGION Regional Head Office
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HOLDING PAUWELS INTERNATIONAL N.V.
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