REC- 1-51.p65 - Rural Electrification Corporation Ltd.

RURAL ELECTRIFICATION CORPORATION LIMITED
5. Shri Venugopal N. Dhoot,
Independent Director 15 3 No 11 1 1
6. Dr. M. Govinda Rao,
Independent Director 15 13 Yes 1 Nil Nil
7. Shri P.R. Balasubramanian,
Independent Director 15 13 Yes 1 1 Nil
8. Dr. Devi Singh,
Independent Director 15 14 Yes 1 Nil Nil
* Shri P. Uma Shankar relinquished charge as CMD, REC w.e.f. 15-06-2010 (FN). Dr. J.M. Phatak was appointed as Chairman and
Managing Director of the Company w.e.f. 15th June, 2010 (AN).
None of the Directors on the Board is a member of more than 10 Committees.
has defined procedures for meetings of the Board of Directors
and Committees thereof so as to facilitate decision making
in an informed and efficient manner.
(iii) Compliance with Applicable Laws:
The Board of Directors in their Meeting held on 29.03.2007
perused an indicative list of laws applicable to the Company
and identified the Officers responsible for compliance with
such applicable laws. Further, in the Board Meeting held on
21.02.2009, Board reviewed the format thereby including
the factual details of nature of statutory compliance as
applicable and the dates/details of the compliance of the
same during the quarter. The Board had reviewed the
compliance with the applicable laws based on quarterly
report submitted to it and there have been no case of noncompliance
as on 31.03.2010.
(D) Code of Conduct
The Board of Directors has laid down a code of conduct for
the Board members and Senior Management Personnel in
alignment with Company’s mission and objectives and aims
at enhancing ethical and transparent process in managing
the affairs of the Company. A copy of the Code of Conduct is
available on the website of the Company i.e.
www.recindia.nic.in.
Declaration required under Clause 49 of the Listing Agreement
All the members covered under the “Code of Conduct for Board
Members and Senior Management” have affirmed compliance
with the said code for the Financial year 2009-10.
Sd/-
P. Uma Shankar
Chairman and Managing Director
(E) Code for Prevention of Insider Trading
In terms of Securities and Exchange Board of India (Insider
Trading) Regulations, 1992, the Company has formulated a
comprehensive Code for Prevention of Insider Trading to
preserve the confidentiality and to prevent misuse of
unpublished price sensitive information. Every Director,
officer and designated employee of the Company has a duty
to safeguard the confidentiality of all such information
obtained in course of his or her work at the Company and
not to misuse his or her position or information regarding
the Company to gain personal benefit or to provide benefit
to any third party. The Code lays down guidelines and
procedures to be followed and disclosures to be made while
dealing with the shares of the company and the
consequences of non-compliance. The Company Secretary
has been appointed as Compliance Officer and is responsible
for the adherence to ‘Code of Prevention of Insider Trading’.
A Copy of the Code has been posted on the Company’s
website i.e. www.recindia.nic.in.
In line with the requirement of the said Code, the trading
window was closed from time to time, whenever some price
sensitive information was submitted to the Board. Notice of
the Closure of trading window was issued to all employees
well in advance and proper announcements were also made,
restraining the designated employees under the Code not to
deal in shares of the Company when the window is closed.
3. COMMITTEES OF THE BOARD OF DIRECTORS
3.1 The Committees constituted by the Board are as follows:
Audit Committee
Sub-Committee for Borrowings other than Debentures
Sub-Committee for review of lending rates for REC
Loans.
Shareholders/Investors Grievances Committee
Loan Committee
HR Sub-Committee
Remuneration Committee
FPO Committee
Sub-Committee for considering and recommending
proposals for Equity Investment in Power Projects.
3.1.1 Audit Committee
(i) The current composition of the Audit Committee is as under:
Sl. Name of the Director Designation Position in
No. Committee
1. Dr. M. Govinda Rao Independent
Director
Chairman
2. Shri P.R. Independent Member
Balasubramanian Director
3. Dr. Devi Singh Independent
Director
Member
Director (Finance), Executive Director (Internal Audit) and
the Joint Statutory Auditors are standing invitees in the Audit
Committee meetings. Senior functional executives are also
invited as and when required to provide inputs to the
Committee.
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