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Your Company is of the belief that sound Corporate
Governance is vital to enhance and retain stakeholders’ trust.
Good Governance underpins the success and integrity of the
organisation, institutions and markets. It is one of the essential
pillars for building efficient and sustainable environment, system
and practices to ensure that the affairs of the Company are being
managed in a way which ensures accountability, transparency,
fairness in all its transactions in the widest sense and meet its
stakeholder’s aspirations and societal expectation. Your Company
is committed to the adoption of best governance practices and
its adherence in the true spirit at all times and envisages the
attainment of a high level of transparency and accountability
in the functioning of the Company and conduct of its business
internally and externally.
In line with the above philosophy, your Company continuously
strives for excellence through adoption of best governance
and disclosure practices. The Company recognises that good
governance is a continuing exercise and thus reiterates
its commitment to pursue highest standard of Corporate
Governance in the overall interest of its stakeholders.
Your Company is conscious of the fact that the success of a
company is reflection of the professionalism, conduct and ethical
values of its management and employees.
In addition to the compliance with the regulatory requirements
as per Regulation 17 of Securities and Exchange Board of India
(Listing obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations), your Company’s endeavours to ensure
that the highest standard of ethical and responsible conduct are
met throughout the organisation.
The Company is managed and guided by the Board of
Directors. The Board formulates the strategy and regularly
reviews the performance of the Company. The Board has
been entrusted with the requisite powers, authorities and
duties to enable it to discharge its responsibilities and
provide effective leadership to the Business.
The Company has an optimum combination of Executive,
Non-Executive and Independent Directors who are
eminent persons with professional expertise and valuable
experience in their respective areas of specialisation and
bring a wide range of skills and experience to the Board.
The Chairman and Managing Director of the Company
provides vision and leadership for achieving the approved
strategic plan and business objectives. He presides over the
Board and the Shareholders’ meetings. The Chairman and
Managing Director with the support of the Vice Chairman
and Managing Director, Executive Director and Senior Executives oversees the operations of the Company.
As on the date of this report the Board comprises of 8 (Eight)
Directors, which include 4 (four) Non-Executive Independent
Directors including 1 (one) Women Director, 1 (one) Non-
Executive Non Independent Director and 3 (three) Executive
Directors. None of the Independent Directors of the Company
serve as an Independent Director in more than seven listed
Companies. The composition of the Board is in line with
Regulation 17 of Listing Regulations.
None of the Directors on the Board is a Member on more
than 10 Committees, and Chairperson of more than 5
Committees across all listed companies in which he is a
Director. Necessary disclosures regarding Committee
positions have been made by the Directors.
The Board of Directors met six times during the financial year 2015-16 ended on March 31, 2016. Board Meetings were held on May 6, 2015, August 13, 2015, August 14, 2015, November 6, 2015, January 19, 2016 and March 16, 2016. The maximum gap between any two Board Meetings was less than one hundred twenty days.
All the 4 Non-Executive Independent Directors have confirmed
that they meet the criteria as stipulated under Regulation
16(1)(b) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(Listing Regulations) read with Section 149(6) of the Companies
Act, 2013. All such declarations were placed before the Board.
The maximum tenure of Independent directors is in compliance
with the Companies Act, 2013 and the terms and conditions of
their appointment have been disclosed on the website of the
Company (web link http://www.triveniturbines.com/key-policies.html).
Regulation 25(3) of Listing Regulations read with Schedule IV of
the Companies Act, 2013 and the rules under it mandate that
the Independent Directors of the Company hold at least one
meeting in a year without the attendance of Non-Independent
Directors and members of the management. During the year,
separate meeting of the Independent Directors was held on
March 16, 2016 without the attendance of non-independent directors
and members of the management. All the Independent
Directors attended the said meeting. The independent directors,
inter-alia, reviewed the performance of non-independent directors,
Chairman of the Company and the Board as a whole.
The Board/Committee members are provided with the necessary documents/brochures, reports and internal policies, codes of conduct to enable them to familiarise with the Company’s procedure and practices. Directors are regularly updated on performance of the business of the Company, business strategy going forward and new initiative being taken/proposed to be taken by the Company through presentation. Factory visits are organised from time to time for the Directors. The details of the familiarisation programme of the Independent Directors are available on the Company’s website at http://www.triveniturbines.com/key-policies.html