Page 35 - Chambal SR_2015-16
P. 35

Category of Directors                        number of Directors       Percentage to the Board

             Executive (Managing Director)                          1                        13%
                                                                    4
             Independent, Non-Executive                   (Including one woman               50%
                                                                director)
                                                                    3
             Non-Independent, Non-Executive                                                  37%
                                                           (Including chairman)
             Table 1: The Board structure as on 31st March 2016

            inculcating dynamism and entrepreneurship at all   of the Board, which have been delegated adequate
            levels in the Company.                            powers to discharge urgent businesses of the
                                                              Company.
            Above  all,  we  believe  that corporate  governance
            must  balance  individual  interest  with  corporate   1. Audit Committee
            goals and  operate  within  accepted  norms of    The terms of reference of the Audit Committee are
            propriety, equity, fair play and a sense of justice.   in accordance with Section 177 of the Companies
            Accountability, integrity and transparency are    Act, 2013 and the Listing Agreement with the Stock
            key drivers to improve decision-making, create    Exchanges. It also discharges such other functions
            credibility and strengthen stakeholder confidence.  as may be delegated by the Board from time to time.
                                                              Apart from this, the Audit Committee also reviews:
            BOARD Of DIReCtORS                                •  The contracts entered  into by the Company
            As the highest decision-making body in our          related to traded products, valuing more than
            organization, our Board relentlessly pursues        ` 250 million and the contracts entered in the
            long-term corporate values and sets the strategic   register maintained under section 189 of the
            framework for growth. As on March 31, 2016,         Companies Act, 2013, if any; and
            the Board comprised eight directors, including a   •  Status of material claims filed against the
            Managing Director. Out of the seven non-executive   Company.
            directors of the Company, four are independent
            directors, including one woman director. The non-
            executive directors bring an independent and wider
            perspective in Board deliberations and decisions.
            They have an objective view of the external factors
            affecting the Company in our business environment.
            These directors make a constructive contribution to
            the Company by ensuring fairness and transparency
            while evaluating the business plans devised by the
            management team.

            COMMItteeS Of the BOARD
            The Board of Directors review the performance
            of the Company from time to time. To ensure
            timely and effective working of the Board and
            the Company, various committees have been
            constituted with specific terms of reference and
            scope. The committees operate as empowered
            agents of the Board. There are eight committees



                                                            35
   30   31   32   33   34   35   36   37   38   39   40