IRFC FINAL - Indian Railway Finance Corporation Ltd.

Report on Corporate GovernanceIndian Railway Finance Corporation Limited (IRFC) is aCentral Public Sector Enterprise. Its entire paid up sharecapital is held by the President of India and his nominees.It is also a listed Company in the sense that its Bonds arelisted on the Wholesale Debt Market (WDM) segmentof the National Stock Exchange (NSE), Mumbai. IRFCis in compliance of relevant provisions of CorporateGovernance, in terms of the Listing Agreement enteredinto with the NSE. In this connection, relevant detailsare furnished below:-Company's Philosophy on the Code of GovernanceThe Company looks upon Corporate Governance as anenterprise-wide endeavour targeted at value creationin the form of striking optimum balance between itsprofit and cost of funds transferred to the Ministry ofRailways who is also the Shareholder. This is soughtto be achieved by a combination of delegation andaccountability amongst key executives in the Company;focussed attention and transparency in operations of theCompany; skill upgrades through need-based training,etc.; and enhanced investor / lender satisfactionthrough timely debt servicing.In pursuit of the best Corporate Governance practices,the Company formulated a 'Code of BusinessConduct and Ethics for Board Members and SeniorManagement'in June, 2008 to foster ethics andtransparency in managing its business affairs. The samehas also been posted on the website of the Company(www.irfc.in).Compliance with and non-violation of the provisionsenshrined in the Code during the previous year isrequired to be signed by all Directors and seniorOfficers of the Company. The requirement standsfulfilled. A declaration to this effect, duly signed by theManaging Director (CEO), is at Annexure 'A' and formspart of this report.Board of DirectorsAs on the date of the Report, there are 8 Directors onthe Board of the Company. The Financial Commissioner(Railways) is the ex-officio Non-Executive Chairpersonof the Company. Besides Managing Director andDirector Finance, one Director each is nominated byMinistry of Finance and Ministry of Railways, and thereare three non-government Directors (hereinafter referredto as Independent Directors). As provided in the Articlesof Association of IRFC, the appointment of Directorsand payment of their remuneration are determined bythe President of India, except the remuneration of theIndependent Director(s),which is determined by theBoard of Directors subject to laws applicable from timeto time. Meetings of the Board of Directors held duringthe year under review are listed below :-Serial No. Board Meeting No. Date1. 181 28.04.20082. 182 10.07.20083. 183 29.07.20084. 184 19.08.20085. 185 06.10.20086. 186 22.10.20087. 187 26.11.20088. 188 30.01.20099. 189 16.03.200917