Annual Report 2007 - Clariant

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28 Clariant Chemicals (India) LimitedRegion Special Markets. He earned a Masters degree in businessadministration and economics from the University of St Gallen,Switzerland. He has joined the Board of the Company in October2007. He does not hold any shares in Clariant Chemicals (India)Limited.Dr. A. WaldeDr. A. Walde is a citizen of Switzerland and is associated withClariant group for more than 20 years and has held various positionsand presently he is General Counsel in the Clariant group.Mr. B. S. MehtaMr. B. S. Mehta is a senior partner of practising CharteredAccountant firm M/s. Bansi S. Mehta & Co. and holds Directorshipsin the following other Companies :Name of the Company/FirmAtul LimitedBharat Bijlee LimitedCentury Enka LimitedCeat LimitedGillete India LimitedHousing Development Finance Corporation LimitedJ.B. Chemicals & Pharmaceuticals LimitedProcter and Gamble Hygiene and Health Care LimitedSasken Communications Technologies LimitedS.B.I. Capital Markets LimitedSudarshan Chemical Industries LimitedChemtall Rai India LimitedUhde India LimitedJumbo World Holdings Ltd. (Foreign Co.)IL&FS Investment Managers LimitedNational Securities Depository LimitedPidilite Industries Limited2.4 Board Meetings:Nature of interestDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorAlternate DirectorAlternate DirectorDirectorDirectorDirectorDirectorIn compliance with the provisions of clause 49 of the listingagreement, the Board meets at least once every quarter to reviewthe performance and to deliberate and consider other items onthe agenda. During the year under review, four (4) meetings wereheld on:February 22, 2007;April 19, 2007;July 26, 2007 andOctober 28, 2007.The effectiveness of the decision-making of the Board isstrengthened by its structure and procedures. The Board of yourCompany meets at regular intervals, with sufficient notice ofthe issues and the Agenda to be discussed and backed by thenecessary information and material to enable the Directors todischarge their fiduciary responsibilities in an efficient manner.All the deliberations and decision concluded at each meeting areappropriately recorded and minuted. The draft minutes of eachmeeting are circulated to the members of theBoard for their perusal and then finalized. Also asa good governance practice, all the informationand data, relevant for the board to understandthe business of the Company in general as wellas the agenda items circulated to the board, arecomprehensive in nature.The board has complete and unrestricted accessto any information required by them abouttransactions and take decisions.Following information interalia is supplied to theboard on a periodical basis :• Annual Budget, operating plans and budgets,capital budgets,• Quarterly, half-yearly and annual resultsof the company and its operating divisionsor business segments along with theconsolidated results of the group.• Minutes of the meetings of Board, Audit andInvestor’s grievance committees includingthat of subsidiary company;• Cost Audit report/Secretarial audit report;• Annual budget and performance targets;• Opportunities for merger & acquisition;• Appointment of statutory, secretarial auditor,cost auditor & internal auditor;• Appointment of key management positions;• Issues relating to shareholders – suchas ratification of transfers, demat status,pending grievances, issue of duplicate sharecertificates, etc;• Materially important show cause, demand,prosecution and penalty notices;• Review of Foreign exchange exposures andexchange rate movement, if material;• Contracts in which Director(s) are deemedto be interested;• Defaults in payment of statutory dues, if any;• Matters requiring statutory/board approvals;• Approval of related party transactions• Status on compliance of any regulatory orstatutory nature or listing requirement;• Issue/revocation of Power of Attorney;• General disclosure of interest;• Commission payable to Directors.The following table gives the attendance ofthe Directors at the Board meetings of theCompany and also the other Directorship andChairmanship/membership in Board committees.
Report on Corporate Governance29Director’s Attendance Record and Directorship*Particulars of AttendanceNo. of other Directorships and Committees memberships/Chairmanships in Indian Public Companies#Name of the Director Category Number ofBoard MeetingsLast AGMheld onApril 19, 2007OtherDirectorshipsas onDecember 31, 2007CommitteeMembershipsCommitteeChairmanshipsHeldAttendedMr. R. A. ShahDIN 00009851Non-ExecutiveIndependent4 4 Attended 14 8 5Mr. H. MeierDIN 00726512Executive 4 4 Attended None 1 NoneLate Mr. K.J.BharuchaDIN 00081567(Upto August 24, 2007)Non-Executive 4 3 Attended N.A. N.A. N.A.Mr. P. LindnerDIN 01417833Non-Executive 4 1 Attended None None NoneDr. A. WaldeDIN 01417867Non-Executive 4 1 Attended None None NoneMr. B.S. MehtaDIN 00035019Non-ExecutiveIndependent4 4 Attended 14 10 5Diwan A. NandaDIN 00034744Non-ExecutiveIndependent4 3 Attended 4 2 1Mr. W. MohrDIN 01417793(Upto October 28, 2007)Non-Executive 4 0 Not attended None None NoneMr. Dominik StrebelDIN 01859786(From October 28, 2007)Non-Executive 4 NotApplicableNot Applicable None None None* This excludes alternate directorships/directorships in private limited companies, foreign companies and companies governed by Section 25of the Companies Act, 1956 wherever applicable.# It excludes committees other than Audit Committee, Shareholders’/Investor Grievance Committee and companies other than public limitedcompany but includes committee membership/chairmanship in Clariant Chemicals (India) Limited.2.5 Management Committee:The board of directors of the company provides leadership andstrategic guidance, while the Management committee administersthe affairs of the company’s business on a day to day basis. Thecommittee consists of Vice-Chairman & Managing Director,Chief Financial Officer & Company Secretary and the respectiveHead of businesses. The Management committee is chaired byMr. H. Meier, Vice-Chairman & Managing Director and includes asindicated in the table:Mr. H. MeierMr. S. K. NayakMr. A. K. PrasadDr. G.G. PatkarMr. S. S. PatilManagement CommitteeVice-Chairman & Managing DirectorBusiness – Functional ChemicalsCFO & Company SecretaryBusiness – Textiles, Leather & PaperBusiness – Pigments & AdditivesBusiness – Masterbatches
Page 2 and 3: Clariant Chemicals (India) LimitedN
Page 4 and 5: 2Corporate ManagementSunil K. Nayak
Page 6 and 7: 4Our People - the key to our succes
Page 8 and 9: 6Sustainable GrowthSustainability i
Page 11 and 12: 9Intermediates and ColoursWe are th
Page 13: 11Our global business units - Indus
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www.clariant.inClariant Chemicals (
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Annual Report 2007 - Clariant

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