Untitled - Bharat Petroleum

ANNEXURE TO THE DIRECTORS’ REPORT
ANNEXURE B
Report on Corporate Governance
1. Company’s philosophy on Code of Governance
BPC’s corporate philosophy on Corporate Governance has been to ensure fairness to the stakeholders through
transparency, full disclosures, empowerment of employees and collective decision making.
2. Board of Directors
As per the Articles of Association of the Company, the number of Directors shall not be less than three and more than
sixteen.
BPC being a Government Company, the Government has decided the composition of the Board of BPC. As on
31 st March 2006, the Board of BPC comprises five Whole-time (Executive) Directors including the Chairman & Managing
Director, two Part-time (Ex-Officio) Directors and three Part-time (Independent) Directors. Nomination of the additional
four Part-time (Independent) Directors, required under the revised terms of Clause 49 of the Listing Agreement, will be
made by the Government of India.
During the year, all meetings of the Board and the Annual General Meeting were chaired by the Chairman & Managing
Director.
During the year, none of the Non-Executive Directors of BPC had any pecuniary relationship / transaction with the
Company.
The Directors neither held membership of more than 10 Board Committees, nor Chairmanship of more than
5 Committees (as specified in Clause 49) across all the companies in which they were Directors.
The required information as indicated in Annexure I to the Clause 49 of the Listing Agreement was made available to the
Board of Directors.
Details regarding the Board Meetings; Directors attendance thereat and the Annual General Meeting; Directorships
and Committee positions held by the Directors are as under :-
Board Meetings
Ten Board Meetings were held during the financial year on the following dates:-
19 th May 2005 29 th June 2005 29 th July 2005 23 rd Sept 2005 17 th Oct 2005
28 th Oct 2005 23 rd Dec 2005 30 th Jan 2006 25 th Feb, 2006 28 th March, 2006
The Board has periodically reviewed the compliance of all laws applicable to the Company, including steps taken by the
Company to rectify instances of non-compliances.
The Board has adopted the Code of Conduct for the Directors and also for the senior management of the Company and
the same has been posted on the website of the Company. All the Board members and senior management of the
Company have affirmed compliance with the Code of Conduct in respect of the financial year ended 31 st March 2006.
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