Professional Documents
Culture Documents
Mulund College of Commerce S.N.Road, Mulund-West, Mumbai-80 Academic Year 2015-16
Mulund College of Commerce S.N.Road, Mulund-West, Mumbai-80 Academic Year 2015-16
Mulund College of Commerce S.N.Road, Mulund-West, Mumbai-80 Academic Year 2015-16
Roll no-1510726
Semester-VI
Subject-Ethics
INDEX
particulars
Page no.
Corporate governance
Introduction
Corporate framework
3-7
Board of directors
8-9
Board Procedures
10-12
Reference
12
IntroductionThe philosophy of governance has been deeply rooted in the culture of Asian
Paints over a long period of time. The Company continues to deliver value to
its various stakeholders. The practice of responsible governance has
enabled The Company to achieve sustainable growth, while meeting the
expectations of all stakeholders and the society at large. Besides complying
with Clause 49 of the Listing Agreement, The Company has adopted various
practices and set responsible standards of business. The Company endeavors to
improve upon aspects like transparency, professionalism, a c c o u n t a b i l i t y
and fair discl osures , on an ongoing basis and takes necessary steps towards
growth and enhancing value for its shareholders. The Company has complied
with all the regulations stipulated by the Securities Exchange Board of India
(SEBI) in the Listing Agreement(s).
GOVERNANCE FRAMEWORK
The Companys Governance structure consists of Board of Directors, its
Committees and the Management.
Board Structure:
Board Leadership: The Company has a well-balanced Board of Directors with
members from diverse backgrounds who have years of experience and expertise
in various fields. Out of 14 members on the Board, 7 are Independent Directors
who are well known for their wealth of experience, high standards of
governance and independence. 6 out of 14 members are NonExecutive/Promoter Directors. The Managing Director & CEO is responsible
for the overall management of the affairs of the Company under the
supervision of the Board of Directors. The Board over the period of years, has
created a culture of leadership to provide long- term vision and policy
approach to improve performance and quality of governance in The
Company. It has played a primary role in providing strategic direction to the
management coupled with giving responsibility and accountability to deliver
value with highest level of transparency and integrity.
Board
Management Structure:
The Company has a management structure which is divided into Executive
Council (EC) and Operating Council (OC). This has brought comprehensive
perspective, agility and responsiveness within the organization and built
the existing capabilities to enhance value creation.
Managing Director & CEO: The Managing Director & CEO is responsible
for the overall management of the affairs of the Company under the
supervision of the Board. He drives the initiatives as approved by the Board of
Directors of the Company and provides direction to achieve the same.
Executive Council (EC): This Council is led by the Managing Director &
CEO and consists of Business heads who are in charge of the different
functions in the organization such as the Sales & Marketing, Supply Chain,
Research & Technology, Finance,
Information Technology,
International
BOARD OF DIRECTORS
Composition:
The composition of the Board is in conformity with Clause 49 of the Listing
Agreement as well as the Companies Act, 2013. The Company has a NonExecutive Chairman and an optimum representation of Independent Directors
on the Board of Directors of the Company The composition of the Board of
Directors of the Company as on
31st March, 2015 is as follows:
No. of
Non-
7
Directors
Executive/Independent
Directors NonExecutive/Promoter
Total
Name of the
6
1
14
Nature of Directorship
Directorship
Membership and
in other
Chairmanship of the
Companies
(*)
Ashwin Choksi
Ashwin Dani
Chairman/
Promoter
Abhay Vakil
***
Mahendra Choksi
Malav Dani
Amar Vakil
NA
NA
NA
***
Non-Executive Director/ Independent
Non-Executive Director/ Independent
***
Board Procedures
The board meets at least once in a quarter to review financial results and
operations of the company. In addition to the above the board also meets as and
when necessary to address specific issues concerning the businesses of your
company. The tentative annual calendar of board meetings for the ensuing year is
decided in advance by board. The Board, inter alia, reviews annual operating
and capital expenditure plans and budgets, financial statements of business
segments, compliance report(s) of all laws applicable to the Company,
major legal and tax issues, policies/charters of committees of the Company,
appointment and remuneration to Directors, minutes of the Board Meetings
of the
issues,
presentations on Environment
Health and
Safety (EHS)
of meetings
of the
Committees of the Board, declaration of dividend, issue of securities, shortterm borrowings, any other proposal from the management regarding mergers,
acquisitions and restructuring of investments, etc.
Familiarization Programme
Your Company has put in place a structured induction and familiarisation
programme for all its Directors including the Independent Directors. The
Company through such programme familiarizes not only the Independent
Directors
but
any
new appointee
on
the
Board,
with
brief
10
operations
of the Company,
important policies of the Company including the Code of Conduct for Board
Members and Senior Management Personnel The Managing Director & CEO,
CFO & Company Secretary, business heads and other senior officials of the
Company make presentations to the Board members on a periodical
basis, briefing them on the operations of the Company, strategy, risks, new
initiatives, etc.
Independent Directors Meeting
In accordance with the pr o v i s i o n s of Schedule IV (Code for
Independent Directors) of the Companies Act, 2013 and Clause
49 of the Listing Agreement, a meeting of the Independent Directors of
the Company was held on 23rd March, 2015, without the attendance of NonIndependent Directors and members of the management.
for the financial year ended 31st March, 2015. The evaluation of the Directors
was based on various aspects which, inter alia, included the level of
participation in the Board Meetings, understanding of their roles and
responsibilities, business of the Company along with the environment and
effectiveness of their contribution.
REFERENCE
1) Corporate Governance report of Asian Paints.
12