REC- 1-51.p65 - Rural Electrification Corporation Ltd.
REC- 1-51.p65 - Rural Electrification Corporation Ltd.
REC- 1-51.p65 - Rural Electrification Corporation Ltd.
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42<br />
As a listed company and a good corporate entity, the Company is<br />
committed to sound corporate practices based on conscience,<br />
openness, fairness, professionalism and accountability paving the<br />
way in building confidence among all its stakeholders for<br />
achieving sustainable long term growth and profitability.<br />
Besides adhering to the provisions of Corporate Governance as<br />
per Listing Agreement, as a Government Company- Guidelines<br />
on Corporate Governance issued by Department of Public<br />
Enterprises (DPE), Ministry of Heavy Industries and Public<br />
Enterprises, Government of India, are also followed by the<br />
Company.<br />
A brief report on Corporate Governance is given below and the<br />
Auditors Certificate in compliance with the provisions of<br />
Corporate Governance is also enclosed separately:-<br />
1. COMPANY’S PHILOSOPHY ON CODE OF CORPORATE<br />
GOVERNANCE.<br />
<strong>REC</strong> is committed to good Corporate Governance supported<br />
by appropriate transparent systems and practices to protect<br />
promote and safeguard the interests of all its stakeholders.<br />
<strong>REC</strong> is also committed to facilitate availability of electricity<br />
for accelerated growth and for enrichment of quality of life<br />
of rural and urban population.<br />
<strong>REC</strong> is committed to act as a competitive, client-friendly<br />
and development-oriented organization for financing and<br />
promoting projects covering power generation, power<br />
conservation, power transmission and power distribution<br />
network in the country.<br />
2. BOARD OF DI<strong>REC</strong>TORS<br />
(A) Composition of Board:<br />
The Board of Directors of <strong>REC</strong> comprises of Eight Members<br />
out of which Three are Executive Directors including the<br />
Chairman and Managing Director and there are Five Non<br />
Executive Directors out of which one is the nominee of the<br />
Government of India and Four are Independent Directors.<br />
The Directors bring to the Board wide range of experience,<br />
knowledge and skills. Brief profile of the Directors is set out<br />
elsewhere in the Annual Report.<br />
REPORT ON CORPORATE GOVERNANCE<br />
41st ANNUAL REPORT 2009-10<br />
ANNEXURE-II<br />
The composition of the Board as on the date of the Report is<br />
as follows:<br />
Executive Directors<br />
Dr. J.M. Phatak - Chairman and Managing Director<br />
(CMD)<br />
Shri H.D. Khunteta - Director (Finance)<br />
Shri Guljit Kapur<br />
Non-Executive Directors<br />
- Director (Technical)<br />
Shri Devender Singh - Government Nominee Director<br />
Shri Venugopal N. Dhoot - Independent Director<br />
Dr. M. Govinda Rao - Independent Director<br />
Shri P.R. Balasubramanian - Independent Director<br />
Dr. Devi Singh - Independent Director<br />
(B) Non Executive Directors compensation and disclosures<br />
The Board of Directors in its Meeting held on 23.03.2009,<br />
decided to pay following as sitting fees to non-Executive/<br />
Independent Directors:-<br />
Sl No. Meetings Amount (in Rs)<br />
1. Board Meetings 15,000<br />
2. Committees Meetings 15,000<br />
(C) Other provisions as to Board and Committees<br />
(i) Details of Board Meetings held during the Financial Year<br />
2009-10<br />
During the Financial Year 2009-10, 15 Board Meetings were<br />
held i.e on 20.04.2009, 25.05.2009, 15.07.2009, 28.07.2009,<br />
01.09.2009, 19.09.2009, 16.10.2009, 29.10.2009, 24.11.2009,<br />
01.12.2009, 30.12.2009, 13.01.2010, 23.01.2010, 16.02.2010<br />
and 19.03.2010.<br />
The maximum time gap between two Board Meetings was<br />
less than four months. The Board has complete access to all<br />
the relevant information within the Company including<br />
those prescribed in the Listing Agreement. The Company<br />
(ii) Details of Number of Board Meetings attended by Directors, attendance at last AGM, number of other Directorships (in Public<br />
Limited Companies) /Committee Memberships (viz Audit Committee and Shareholders Grievance Committee) (other than <strong>REC</strong>),<br />
held by Directors during the year 2009-10 are tabled below:-<br />
Sl. No. Name of Director Board Meetings Attendance at No. of other No. of other<br />
Last AGM Directorships Committee Memberships<br />
(held on as on as on 31.03.2010<br />
19.09.2009) 31.03.2010<br />
Held during Attended As As<br />
the tenure Chairman Member<br />
1. Shri P. Uma Shankar,<br />
Chairman & Managing Director* 15 15 Yes 3 Nil Nil<br />
2. Shri H.D. Khunteta,<br />
Director (Finance) 15 15 Yes Nil Nil Nil<br />
3. Shri Guljit Kapur,<br />
Director (Technical) 15 15 Yes Nil Nil Nil<br />
4. Shri Devender Singh,<br />
Govt. Nominee Director 15 12 Yes 1 Nil Nil