2007-08 - Aditya Birla Nuvo, Ltd

CORPORATE GOVERNANCE REPORTNon Executive Directors’ Compensation and Disclosure:Sitting fees for attending meeting of Board / Committee is paid as per the provisions of Articles ofAssociation of the Company. Commission paid to the non-executive directors is fixed by Board of Directorspursuant to the shareholder’s approval. Details of sitting fees / compensation paid to them are givenseparately in this section of Annual Report.Other provisions as to Board and Committees:The Company’s Board of Directors play primary role in ensuring good governance and functioning of theCompany. The Board’s role, functions, responsibility and accountability are clearly defined. All relevantinformation (as mandated by the regulations) is placed before the Board. The Board reviews compliancereports of all laws as applicable to the Company, as well as steps taken by the Company to rectifyinstances of non-compliances, if any. The Members of the Board have complete freedom to express theiropinion and decisions are taken after detailed discussion. The details of Board meetings held duringFY 2007-2008 are as outlined below:Date of Board Meeting City No. of Directors Present3 rd May, 2007 Mumbai 15 out of 1530 th July, 2007 Mumbai 15 out of 1531 st October, 2007 Mumbai 14 out of 149 th January, 2008 Mumbai 12 out of 1430 th January, 2008 Mumbai 14 out of 14Code of Conduct:The Board of Directors has laid down the Code of Conduct, (copy available on Company’s website)applicable to all Board Members and Senior Executives of the Company. A declaration by ManagingDirector affirming the compliance of the code of conduct by Board Members and Senior ManagementExecutives is also annexed separately in this Annual Report.II Audit CommitteeThe Company has an Audit Committee at the Board level with the powers and the role that are inaccordance with Clause 49 of the Listing Agreement. The Committee acts as a link between themanagement, the statutory and internal auditors and the Board of Directors and oversees the financialreporting process. All the members of the Company’s Audit Committee are Independent directors. Duringthe year, the Audit Committee met 7 times to deliberate on various matters and details of the attendanceof the Committee members are as follows:Name of Director Served in past as No.of Meetings No. of MeetingsheldattendedMs. Tarjani Vakil, Chairperson and Managing Director of Exim Bank 7 7ChairpersonMr. P. MurariMr. B.R. GuptaMr. G.P. GuptaSecretary to the President of India before retiringfrom service in September, 1992. He has heldseveral key positions in various institutions andprofessional bodies. 7 7Executive Director of Life Insurance Corporation ofIndia (Investments) 7 7Chairman of Industrial Development Bank of Indiaand Chairman of Unit Trust of India. 7 7The Managing Director and the CFO of the Company are permanent invitees to the meetings of theCommittee. The statutory as well as internal auditors of the Company are also invited to the AuditCommittee Meetings. The Company Secretary acts as Secretary to the Committee.The Scope of the functioning of the Audit Committee is to review, from time to time, the internal controlprocedures, the accounting policies of the Company and such other functions as may be recommendedfrom time to time by SEBI, Stock Exchanges and/or under the Companies Act, 1956 which inter-aliainclude review of :(32)