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34 Directors’ Report
Board of Directors
The board was actively involved during the year in performing their duties including those required to be
performed under various relevant laws and the Memorandum and Articles of Association of the
Company, with the ultimate objective of safeguarding the interests of shareholders, increasing
profitability of the Company with an ultimate goal to increase shareholders wealth and promoting
market confidence.
The board has an optimum combination of Executive and Non-executive directors where six out of eight
are non-executives. None of the directors on the Board is a director of more than 10 listed companies.
All the directors represent diverse fields / professions and possess all the necessary skills and
understanding to deal with various business issues and have the ability to review and challenge
management performance. The Chairman of the board is an independent non executive director and
the roles and responsibilities of Chairman and Chief Executive Officer are clearly defined.
The board has approved all the significant policies of the Company including but not limited to policies
relating to human resources, risk management, business operations, investments, donations, signature
mandate and delegation of financial powers etc.
During the year, four meetings of the board were held to review and approve all issues and matters
referred to it by audit and other committees of the board including periodical and annual financial
statements, corporate and financial reporting framework, budgets and forecast including their analysis
with actual, cash flow projections, management letter issued by the external auditors, major contracts
and agreements, compliance with relevant laws and regulations including amendments during the year,
acquisition and disposal of fixed assets, review of risks identified and their mitigation, accounting and
internal control system, status of controls over company's electronic data security and such other
matters considered to be significant enough for the board's attention by the audit committee or the
management. The board also reviewed the status of legal cases filed by or against the company and also
approved an out of court settlement.