III. Remuneration of Directors :

• The remuneration of non-executive directors shall be decided by the board of directors.

• The following disclosures on the remuneration of directors shall be made in the section on the corporate governance of the annual report.

1. All elements of remuneration package of all the directors i.e. salary, benefits, bonuses, stock options, pension etc.
2. Details of fixed component and performance linked incentives, along with the performance criteria.
3. Service contracts, notice period, severance fees.
4. Stock option details, if any-and whether issued at a discount as well as the period over which accrued and over which exercisable.

IV. Board Procedure

• The board meeting shall be held at least four times a year, with a maximum time gap of three months between any two meetings. The minimum information to be made available to the board is given in Annexure-I.

• A director shall not be a member in more than 10 committees or act as Chairman of more than five committees across all companies in which he is a director. Furthermore it should be a mandatory annual requirement for every director to inform the company about the committee positions he occupies in other companies and notify changes as and when they take place.

Explanation: For the purpose of considering the limit of the committees on which a director can serve, all public limited companies, whether listed or not, shall be included and all other companies (i.e. private limited companies, foreign companies and companies of Section 25 of the Companies Act, etc.) shall be excluded.

Further only the three committees viz. the Audit Committee, the Shareholders’ Grievance Committee and the Remuneration Committee shall be considered for this purpose.

V. Management

• As part of the directors’ Board or as an addition there to, a Management Discussion and Analysis report should form part of the annual report to the shareholders. This Management Discussion & Analysis should include discussion on the following matters within the limits set by the company’s competitive position:

  • Industry structure and developments.
  • Opportunities and Threats.
  • Segment-wise or product-wise performance.
  • Outlook
  • Risks and concerns.
  • Internal control systems and their adequacy.
  • Discussion on financial performance with respect to operational performance.

  • Material developments in Human Resources / Industrial Relations front, including number of people employed.

• Disclosures should be made by the management to the board relating to all material financial and commercial transactions, where they have personal interest, that may have a potential conflict with the interest of the company at large (for e.g. dealing in company shares, commercial dealings with bodies, which have shareholding of management and their relatives etc.)

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