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86 Jindal Steel & Power Limited Business Leadership Sustainable Operations Excellent Governance Robust FinancialsCorporate Governance ReportAnnual Report 2011-1287CORPORATEGovernancePHILOSOPHy of theCOMPANy is basedon the principlesof equity, fairness,TRANSPARENCy, spiritof law and honestCOMMUNICATION.COMPANy believes thatsound CORPORATEGovernance isNECESSARy to retainSTAKEHOLDERS’TRUST and ensuresefficient workingand proper conductof the business ofthe COMPANy withINTEGRITy.CORPORATEGOVERNANCEREPORT1) COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCECorporate Governance philosophy of the Company is based on the principles of equity,fairness, transparency, spirit of law and honest communication. Company believes thatsound Corporate Governance is necessary to retain stakeholders’ trust and ensures efficientworking and proper conduct of the business of the Company with integrity. Developmentof Corporate Governance guidelines is a continuous process which evolves over a period oftime and undergoes changes to suit the changing times and needs of the business, societyand the nation.2) BOARD OF DIRECTORSi) Composition and AttendanceStructure of Board of Directors during the financial year 2011-12 and attendance at Board Meetings held during the saidyear and Annual General Meeting (AGM) held on 29th September 2011 are given below.Sl.No Name and Designation Category Attendance in FY2011-12Board AGMMeetings1. Smt. Savitri Jindal#Non – Executive and Promoter 0/4 NoChairperson Emeritus2. Shri Ratan Jindal#Non – Executive and Promoter 2/4 NoDirector3. Shri Naveen Jindal#Executive and Promoter 4/4 YesChairman & Managing Director4. Shri Vikrant GujralExecutive 1/4 NoGroup Vice Chairman & Head Global Ventures5. Shri Anand GoelExecutive 4/4 NoJoint Managing Director6. Shri A.K. PurwarNon Executive and Independent 3/4 NoDirector7. Shri R.V. ShahiNon Executive and Independent 4/4 YesDirector8. Shri Haigreve KhaitanNon Executive and Independent 2/4 NoDirector9. Shri Hardip Singh WirkNon Executive and Independent 4/4 NoDirector10. Shri Rahul MehraNon Executive and Independent 2/4 NoDirector11. Shri Arun KumarNon Executive and Independent 4/4 NoDirector12. Shri Sushil MarooNon Executive 4/4 YesDirector13. Shri Naushad Akhter Ansari*Executive 3/4 NoWholetime Director14. Shri Inderpal Singh Kalra**Non Executive and Independent N.A N.ANominee Director (IDBI Bank Limited)15. Shri S. Ananthakrishnan**Non Executive and Independent 3/4 NoNominee Director (IDBI Bank Limited)16. Smt. Shallu Jindal#Non – Executive and Promoter N.A N.AAdditional Director17. Shri M.L. Gupta***Executive N.A N.AAdditional Director and Wholetime Director# Smt. Savitri Jindal is mother of Shri Naveen Jindal and Shri Ratan Jindal. She resigned from the Directorship of the Companyw.e.f. 27th April, 2012. Smt. Shallu Jindal was appointed as Additional Director w.e.f. 27th April, 2012. She is wife ofShri Naveen Jindal.* Shri Naushad Akhter Ansari resigned from the Directorship and Wholetime Directorship of the Company from the close ofbusiness hours of 30th April, 2012.** IDBI Bank Limited has withdrawn the nomination of Shri S. Ananthakrishnan from the close of the business hours of27th February, 2012 and nominated Shri Inderpal Singh Kalra w.e.f. 28th February, 2012.*** Shri M.L. Gupta was appointed as Additional Director and Wholetime Director w.e.f. 01st May, 2012 by the Board in itsmeeting held on 27th April, 2012.