Annual Report 2006 - Clariant

Corporate GovernanceName of the Company/FirmNature of interestRPG Life Sciences Ltd.Alternate DirectorCentury Enka Ltd.Alternate DirectorSchrader Duncan Ltd.Alternate DirectorUhde India Ltd.Alternate DirectorWokhardt Ltd.DirectorSociety of Indian Law FirmsPresident(Western Region)Bombay Chamber of Commerce Committee MemberIndo German Chamber of Commerce Committee MemberCrawford Bayley & Co.PartnerJumbo World Holdings Ltd.Director(Foreign Company)BASF Polyurethanes India Ltd. Alternate DirectorGillette India Ltd.DirectorLupin Ltd.DirectorAtul Ltd.Alternate DirectorACC Ltd.DirectorMr. P. LindnerMr. P. Lindner holds a Diploma in IndustrialBusiness from the Chamber of Commerce, Frankfurtam Main, Germany. He has relevant experience ofover 35 years in the specialty chemical business. Heis presently the Region President, Special Markets,Clariant International Ltd. Mr. Lindner joined theBoard of the Company in October, 2001.Diwan A. NandaDiwan A. Nanda, is gold medalist from the IndianInstitute of Management, Ahmedabad. He has over40 years of vast experience in marketing andadvertising. He started his career in Marketing inHindustan Lever Limited and founded Rediffusion anadvertising agency in 1973. Diwan A. Nanda hasheld various positions in academic and advertising.He is the recipient of AAAI Premnarayan award foroutstanding contribution to advertising in India in2002. He is also on the Board of the followingCompanies as at December 31, 2006:Name of the Company/FirmNature of interestRediffusion DY & R Pvt. Ltd.Rediffusion DY & R Pvt. Ltd., Sri LankaRediffusion Holdings Pvt. Ltd.Rediff.com India Ltd.Wunderman India Pvt. Ltd.Everest Brand Solutions Pvt. Ltd.Klaas Equipment Pvt. Ltd.Arion Horse Co. Pvt. Ltd.Showdiff Worldwide Pvt. Ltd.Eveready Industries (India) Ltd.King Fisher Airlines Ltd.Mastek LimitedDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirector2.4 Board MeetingsIn compliance with the provisions of clause 49 of thelisting agreement, the Board meets at least onceevery quarter to review the performance and todeliberate and consider other items on the agenda.During the nine months under review, four meetingswere held on:May 30, 2006;July 27, 2006;September 14, 2006 andOctober 30, 2006.The meetings of the Board of Directors arescheduled well in advance and are held at Mumbaiwhere the registered office of the Company issituated. The Chief Financial Officer & CompanySecretary in consultation with the Vice-Chairmanand Managing Director prepares a detailed agendafor the meeting. The board papers comprising theagenda along with the draft of relevant resolutions,documents and explanatory notes, whereverrequired are sent at least a week in advance to allthe Directors. The members of the Board are free torecommend inclusion of any matter in the agenda fordiscussion. This enables the Board to discharge itsresponsibilities effectively and take informeddecisions. The draft minutes of the meetingconfirmed by the Chairman is circulated to all themembers generally within two weeks after theconclusion of the meeting. The information generallyprovided to the Board for its consideration andapprovals include:• Minutes of the meetings of Board, Audit andInvestors Grievance Committees including thatof subsidiary company;• Commission payable to Directors;• Quarterly, half yearly and annual financialresults of the Company and its businesssegments;• Cost Audit report/Secretarial audit report;• Annual budget and performance targets;• Opportunities for merger and acquisition;• Appointment of statutory, secretarial auditor,cost auditor and internal auditor;• Appointment of key management positions;• Issues relating to workmen and executivessuch as settlements, increments, special loans/advances;• Issues relating to shareholders — such asratification of transfers, demat status, pendinggrievances, issue of duplicate sharecertificates, etc.;13