annual report - Jindal Group of Companies

CORPORATE GOVERNANCE REPORTThe pursuit towards achieving good governance is an ongoing process at Jindal Drilling & Industries Ltd. (JDIL), as a consciouseffort. The Company always focuses on good corporate governance - which is a key driver of sustainable corporate growth andlong-term value creation. Your Company believes in conducting its affairs with the highest levels of integrity, with properauthorisations, accountability, disclosure and transparency.The details of the Corporate Governance compliance by the Company as per the Clause 49 of the Listing Agreement with StockExchanges are as underACOMPLIANCE OF MANDATORY REQUIREMENTS:1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCECorporate governance is the system by which companies are directed and managed. Good corporate governance structureencourages Companies to create value (through enterpreneurism, innovation, development and exploration) and provideaccountability and control systems commensurate with the risks involved.Jindal Drilling believes in ensuring true Corporate Governance Practices to enhance long term shareholders’ value throughcorporate performance, transparency, integrity and accountability.2. BOARD OF DIRECTORSCompositionThe Board of Directors of the Company consists of an optimal mix of Executive Directors and Independent Professionals whohave in-depth knowledge of business, in addition to expertise in their areas of specialization. The Directors bring in expertisein the fields of human resource development, strategy, management, finance and economics among others. The Boardprovides leadership, strategic guidance, objective and independent view to the Company’s management while dischargingits fiduciary responsibilities, thereby ensuring that management adheres to high standards of ethics, transparency anddisclosure.As on 31st March, 2011 the Board consisted of 5 Directors including one Non-Executive Chairman who is also a promoter ofthe Company, one Managing Director and the rest were Non- Executive Directors. The Board meets the requirement of notless than one half being independent Directors. The size and composition of the Board conforms the requirements of Clause49 of the Listing Agreement (Corporate Governance Code) with the Stock Exchanges.None of the Directors hold Chairmanship of more than 5 Committees or Membership in more than 10 committees of theCompanies.Board Functioning & ProcedureJindal Drilling believes that at the core of its corporate governance practice is the Board, which oversees how the managementserves and protects the long-term interests of all stakeholders of the company. An active, well-informed and independentBoard is necessary to ensure the highest standards of corporate governance.Jindal Drilling believes that composition of Board is conducive for making decisions expediently, with the benefit of a varietyof perspectives and skills, and in the best interests of the Company as a whole rather than of individual shareholders or interestgroups.In accordance with the provisions of Clause 49 of the Listing Agreement, the Board meets at least once in every quarter toreview the quarterly results and other items of agenda as required under Annexure 1A of Clause 49 of Listing Agreement,and if necessary, additional meetings are held. The Chairman of the Board and the Company Secretary discuss the items tobe included in the agenda and the agenda is sent in advance to the Directors along with the draft of relevant documents andexplanatory notes.During the financial year 2010-11, 8 (Eight) Board Meetings were held on 11th May, 2010, 19th May, 2010, 23rd May, 2010,12th August, 2010, 8th September, 2010, 24th September, 2010, 9th November, 2010 and 31st January, 2011.The Composition of Board of Directors, their shareholding, attendance during the year and at the last Annual General Meeting,Number of other Directorships, Committee memberships and Chairmanships held by them as at 31st March, 2011 are givenbelow:17