MS AR 2018 (1)

CORPORATE
GOVERNANCE
COMPLIANCE OF THE LISTED
COMPANIES (CODE OF CORPORATE
GOVERNANCE) REGULATIONS, 2017
We are firmly committed to ensuring the highest level
of good governance through adoption of best business
practices and standards. The Board reviews the Company’s
strategic direction and business plans on regular basis. The
Audit Committee is empowered for effective compliance
of the Listed Companies (Code of Corporate Governance)
Regulations, 2017. The Board is strongly committed to
maintain a high standard of good corporate governance.
The Company is fully compliant with all the best practices
of Listed Companies (Code of Corporate Governance)
Regulations, 2017 as of the date of this report.
BOARD STRUCTURE AND ITS ROLE
& RESPONSIBILITIES
Board Structure
The size and composition of the Board of Directors has been
formulated with a view to ensure a balance of executive and
non-executive directors, including independent directors with
the requisite skills, competence, knowledge and experience
so that the Board as a group includes core competencies
and diversity, including gender, considered relevant in the
context of the Company’s operations.
The qualification and composition of the Board of Directors
has been defined by the regulatory framework, which
has been fully implemented by the Company to ensure
transparency, good governance and awareness of
Board responsibilities for smooth functioning of business
operations.
The Board consists of nine (09) male Directors, effectively
representing the interest of shareholders. There are six (06)
Non-Executive Directors and three (03) Executive Directors.
The Non-Executive Directors include two (02) Independent
Directors. The Board comprises of suitably experienced
and qualified professionals in order to ensure effective and
efficient decision making. Detailed profiles of Directors
along with details of other engagements have been stated in
the annual report. The status of directorship (independent,
executive, non-executive) is indicated in the Directors’
report and also in Statement of Compliance with the Listed
Companies (Code of Corporate Governance) Regulations,
2017 issued by the Company.
Roles And Responsibilities Of The Board Of
Directors
The Directors are fully aware of the level of trust entrusted
in them by the shareholders for managing the affairs of
the Company and safeguarding their interests. Thereby,
the Board exercises its powers and carries out its fiduciary
duties with a sense of objective judgment and independence
in the best interests of the Company.
The Board participates actively in major decisions of the
Company including but not limited to appointment of key
management, reviewing the annual business plan, approval
of budgets for capital expenditures, investments in new
ventures, issuance of shares to raise capital, approval of
related party transactions, review of matters recommended
/ reported by Board committees, review of status of any
law suits and report on governance, risk management and
compliance issues.
The Board also monitors Company’s operations by approval
of interim and annual financial statements and dividend,
review of internal and external audit observations regarding
internal controls and their effectiveness.
For the purpose of ensuring consistency and
standardization, the Board has devised formal policies
for conducting business and ensures their monitoring
through an independent Internal Audit Department, which
continuously monitors adherence to Company policies.
56 MUGHAL IRON & STEEL INDUSTRIES LIMITED