Schedules forming part of the Financial ... - Thomas Cook India

16
Report of the Directors
on Corporate Governance
1. Company’s Philosophy on the code of Corporate Governance
Thomas Cook (India) Limited
Thomas Cook (India) Limited has been practising the principles of good Corporate Governance over the last few decades. The Company’s
policy on Corporate Governance is to make it a way of life by, inter alia, adopting standard Corporate Governance practices through
continual improvement of internal systems and satisfaction of customers and shareholders.
Corporate Governance aims at fairness, transparency, accountability and responsibility in the functioning of the Company with the ultimate
objective of realising and enhancing shareholders’ values. The Company’s philosophy on the code of Corporate Governance is tuned to
these aspects and to the philosophy of Thomas Cook Group, which is:
(i) to ensure that adequate control systems exist to enable the Board in effectively discharging its responsibilities to all the stakeholders
of the Company;
(ii) to ensure that the decision making process is fair and transparent;
(iii) to ensure the fullest commitment of the Management and the Board for the maximisation of shareholder value;
(iv) to ensure that the employees of the Company subscribe to the corporate values and apply them in their conduct; and
(v) to ensure that the Company follows globally recognised corporate governance practices.
2. Board of Directors (‘Board’):
Composition of the Board
The Board consists of eight (8) members with three (3) Executive Directors and five (5) Non-Executive Directors comprising of experts
from various fields/professions. The Chairman of the Board is a Non-Executive Director. The composition of the Board of Directors of the
Company is in accordance with the provisions of Clause 49 of the Listing Agreement.
Board Meetings
The Meetings of the Board of Directors are scheduled well in advance and generally held at the Company’s Registered Office in Mumbai.
The notice confirming the meeting and the detailed agenda is sent 7 days in advance to all the Directors. Senior Management of the
Company is invited to attend the Board Meetings, to make presentations and provide clarifications as and when required. The Board meets
at least once a quarter to review the quarterly performance and approves the financial results.
There were four (4) Board Meetings held during the financial year ended 31st December, 2011, namely on 17th February, 2011, 26th April,
2011, 26th July, 2011, and 21st October, 2011 respectively.
Membership, Attendance & Other Directorships:
Membership and Attendance of each Director at the Board of Directors’ Meetings held during the year and the last Annual General Meeting
and the number of other Directorship and Chairmanship/Membership of Board Committees as on 31st December, 2011:
Sr. Name of the Director Director Category* Designation Board Attendance No. of Directorship
No.
Identification
Meetings at the last in other Boards
No.
attended AGM [excluding Thomas
Cook (India) Limited] #
No. of Chairmanship /
Membership in other Board
Committees [including Thomas
Cook (India) Limited] ##
Public Private Chairmanship Membership
includes
chairmanship
1. Mr. Mahendra Kumar Sharma 00327684 NED Chairman 4 Yes 7 – – 4
2. Mr. Madhavan Menon 00008542 MD Managing
Director
4 Yes 5 1 – 1
3. Mr. Hoshang S. Billimoria 00005003 I & NED Director 4 Yes 2 1 3 3
4. Mr. Anant Vishnu Rajwade 00007232 I & NED Director 4 Yes 2 1 1 3
5. Mr. Ramesh Savoor 00149089 I & NED Director 4 Yes 5 3 3 6
6. Mr. Krishnan Ramachandran 00193357 I & NED Director 3 No 1 1 – 1
7. Mr. Vinayak K. Purohit 00185052 ED ED – Finance 4 Yes 5 – – 1
8. Mr. Rakshit Desai@ 02435721 ED ED – Foreign
Exchange $
4 Yes 5 – – 1
* ED – Executive Director NED – Non-Executive Director I & NED– Independent and Non Executive Director MD - Managing Director
@ Mr. Rakshit Desai, was re-appointed as ED – Foreign Exchange with effect from 25th November, 2011 to 24th November, 2012
# In Indian Companies, excluding Section 25 Companies and Foreign Companies
## In Audit Committee and Share Transfer & Shareholders’/ Investors’ Grievance Committee of Indian public limited companies
$ with effect from 1st August, 2011, Mr. Rakshit Desai’s designation and role has changed from Executive Director – Travel Services to Executive Director –
Foreign Exchange
The Board granted Leave of Absence to the Director(s) who were absent at the respective Board Meeting/s at their request.
None of the Directors hold any shares in the Company as on 31st December, 2011 other than Mr. Madhavan Menon and Mr. Vinayak K. Purohit. They held
2000 and 6000 equity shares respectively as on that date.