Annual Report cb smile - Jet Airways

Corporate Governance Report
(As required by Clause 49 of the Listing Agreement)
1. Company’s philosophy on Corporate Governance
The Company recognizes that good Corporate Governance is essential to build and retain the confidence of its stakeholders.
To this end, the Company’s philosophy on Corporate Governance is an endeavour to ensure that:
� systems and procedures which monitor compliance with laws, rules and regulations are in place in each area of its
business,
� relevant information regarding the Company and its operations is disclosed, disseminated and is easily available to
its stakeholders, and
� that the Board of Directors is kept fully informed of:-
● all material developments in the Company,
● the risks in its business and its operations,
● the rationale for management’s decisions and recommendations
so that the Board of Directors can effectively discharge its responsibilities to the stakeholders.
2. Board of Directors
i. Composition
� The current strength of the Board of Directors (Board) of the Company is eight Directors, who are senior, competent
and eminent experts from diverse fields and professions. The Chairman of the Board is a Non-executive promoter
Director. The Board comprises one Executive Director and seven Non-executive Directors. Five Directors i.e. more
than half of the total strength of the Board, are Independent Directors. Thus, the composition of the Board is in
conformity with the requirements of Clause 49 of the Listing Agreements with the Stock Exchanges (Listing
Agreement) in this regard. All Directors, except the Chairman, are liable to retire by rotation.
There is no relationship between the Directors inter-se.
� The composition of the Board as on date, the changes during the year under review and Directorship / Committee
positions in other companies, are as follows:
Other Committee Number of
Positions 2 Shares of
Name Position / Category Other Chairman Member Rs.10 each
Directorships 1 held in the
Company
Mr. Naresh Goyal Chairman
9,995
(as a Nominee
of Tail Winds
Non-Executive Promoter Director 1 None None Limited)
Mr. Ali Ghandour Non-executive
Independent Director None None None Nil
Mr. Victoriano P. Dungca Non-executive Director 1 None 1 Nil
Mr. Javed Akhtar Non-executive
Independent Director 1 None 1 5,990
Mr. I. M. Kadri Non-executive
Independent Director 1 1 None Nil
Mr. Aman Mehta Non-executive
Independent Director 6 2 4 Nil
Mr. Yash Raj Chopra Non-executive
Independent Director None None None 355
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