Sustainability

Corporate GovernanceThe Role and Charter of the Committee is given below.••••The Committee is empowered to investigate any activity within its terms of reference.The Committee is authorized to seek any information it requires from any employee and all employees are directed to cooperatewith any request made by the Committee.The Committee is authorized by the Board to obtain outside legal or other independent professional advice and to securethe attendance of outsiders with relevant experience and expertise, if necessary.The Committee is authorized to call upon Executive Directors, Chief Executive Officer, Chief Financial Officer, CompanySecretary, Heads of Department, Internal Auditors and Statutory Auditors for any meetings of the Committee for anyclarification or information the Committee may require.b) Compensation Committee••••The members of the Compensation Committee are as follows:Mr. Anshuman RuiaMr. R. N. BansalMr. N. SrinivasanRole and Charter of the Committee is as below:To recommend the compensation of Managing Director, Whole-time Directors of the Company.To recommend ESOP scheme to the benefit of employees and Directors.To administer ESOP Scheme of the CompanyTo monitor and review the scheme at regular intervalsc) Share Transfer & Shareholders' Grievance CommitteeThe members of the committee are as follows:Mr. Deepak Kumar Varma,Mr. A. R. Ramakrishnan,Capt. Anoop Kumar SharmaMr. Ankur Gupta.Mr. Deepak Kumar Varma has been appointed as Chairman of the Committee.Terms of reference of Shareholders Grievance Committee are as follows:To redress grievances and complaints of members on all matters pertaining to their shareholding in the Company and tooversee the functioning of the Registrar & Share Transfer Agent and ensure that the process of share transfers,transmission and issue of duplicate shares is effective and efficient.Shareholders can provide recommendations to the Board during the Annual General meeting or can write to the company.Additionally, the Board of Directors has adopted a Code of Conduct to maintain the standard of business conduct for EssarShipping Limited and to ensure compliance with the requirement of Clause 49 of the Listing Agreement entered into with StockExchanges. We have a system to ensure that the code of conduct is understood and adhered to by all members of theorganization.For more information on the provisions of the code please visit www.essar.com For detailed information on the provisions ofeach committee, please see our Annual report for FY 11.29