Annual Report FY 2010-11 - Pipavav Shipyard

Annual Report 2010-11
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REPORT ON CORPORATE GOVERNANCE
1. Company’s Philosophy on Code of Corporate Governance
Corporate governance is the set of processes, customs, policies, laws and institutions affecting the way a Company is
directed, administered or controlled. Corporate Governance also includes the relationships among stakeholders and the
goals for which the Company is governed. The principal stakeholders are the shareholders, the Board of Directors and the
management. Other stakeholders include employees, customers, creditors, suppliers, regulators and the community at
large.
The governance framework of your Company is to encourage the efficient use of resources and equally to require
accountability for the stewardship of those resources. The aim is to align as nearly as possible the interests of individuals,
corporation and society. With the adoption of Whistle Blower Policy, the Company has moved forward in its pursuit of
excellence in corporate governance.
2. Board of Directors
i) The Company has always maintained a transparent Board policy. The Board consists of esteemed personalities from
various fields. The Executive Vice-Chairman and the Chief Executive Officer look after the day-to-day activities of
the Company, while the Non-Executive Independent Directors, with their rich and varied experience provide a wider
perspective for the scheme of things and ensure independence in decision making.
ii) As on March 31, 2011, the Board of Directors of the Company consists of seven Directors including one Non-
Executive Chairman, one Executive Vice-Chairman, one Nominee Director appointed by Export-Import Bank of India,
who is also qualified as Independent Director and other four Independent Directors. The number of Non-Executive
Directors and Independent Directors on the Board is more than 50% of the total number of Directors. The Company
is in compliance with Clause 49 of the Listing Agreement pertaining to composition of the Board of Directors.
iii) None of the Directors on the Board is a Member of more than ten Committees or Chairman of more than five
Committees across all the companies in which they are Directors. The necessary disclosures regarding Committee
positions in other public companies as on March 31, 2011, have been made by the Directors.
iv) During the year, the Company has paid Rs. 51.40 lacs to Mr. S. Venkiteswaran towards fees for rendering professional
services to the Company as a Senior Advocate. Apart from this, none of the Non-Executive Directors has any material
pecuniary relationship or transactions with the Company.
v) No Director is related to any other Director on the Board except Mr. Nikhil Gandhi and Mr. Bhavesh Gandhi who are
related to each other as brother.
vi) During the year under review, six Board Meetings were held on April 7, 2010; May 28, 2010; August 13, 2010;
November 12, 2010; February 11, 2011 and February 26, 2011.
vii) A detailed chart showing the names and categories of the Directors on the Board, their attendance at the Board
Meetings and last Annual General Meeting (AGM) as also number of other directorships in Indian public limited
companies and membership of the Committees of the Boards of such companies is given below. Other Directorships
excludes alternate directorships, Indian Private Limited Companies, Section 25 Companies and Foreign Companies.
Memberships of Board Committees include only Audit Committee and Shareholders’/ Investors’ Grievance
Committee.
Name of the
Director
Mr. Nikhil Gandhi Non-Executive Chairman
Non-Independent Director
Category Other Directorships Membership of
Committee of other
Boards
Chairman Member Chairman Member
No. of Board
Meetings
attended
Attendance
at last AGM
3 7 --- 5 2 NO
Mr. Bhavesh Gandhi Executive Vice-Chairman 1 5 --- 1 6 YES
Non-Independent Director
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