(Upto 18.10.2012). Board of Directors. S. Thiagarajan. Director (Finance). C.S.
Verma. Chairman-cum-Managing Director. N.K. Nanda. Director (Technical).
cmyk
NMDC LIMITED
Board of Directors
C.S. Verma
Chairman-cum-Managing Director
Vinod Kumar Thakral Director
Syedain Abbasi Director
S. Thiagarajan
Director (Finance)
Parminder Hira Mathur Director
Vinai Kumar Agarwal
Director
Director
N.K. Nanda
Director
Dr. Noor Mohammad
S.J. Sibal
Director (Technical)
R.N. Aga
Subimal Bose
S.K. Das
Director
Mahesh Shah
Director
Director (Production)
Dronadeb Rath
Director
Director (Commercial)
Rabindra Singh
Director (Personnel)
Kumar Raghavan
Company Secretary & ED (L&CC)
E.K. Bharat Bhushan Director (Upto 29.04.2013)
J.P. Shukla
Director (Upto 18.10.2012)
Arvind Mahajan
Director (Upto 31.03.2013)
As on 23.08.2013 (date of Printing) 3
cmyk
NMDC LIMITED
Annexure - III Report on Corporate Governance 1.
A brief statement on Company's philosophy NMDC, a Navaratna Company, believes in financial prudence, customer satisfaction, transparency, accountability and commitment to values. The good governance it practices is based on its stated belief and the guidelines of the Government of India issued from time to time should go a long way in enhancing value for all those who are associated with the Company: shareholders, customers, suppliers, creditors, Government of India, State Governments, Governmental agencies/departments and the society at large. The Board of Directors at their 427th meeting have approved the Policy on Corporate Governance.
2.
Board of Directors As on 31st March, 2013 the Board of NMDC comprises of a full time Chairman-Cum-Managing Director and five Functional Directors, two Government Nominee Directors and eight Non-Executive (Independent) Directors. a.
Composition and category of Directors: Whole-time Directors i)
Shri C.S. Verma, Chairman-cum-Managing Director (w.e.f. 25.05.2012)
ii)
Shri N.K. Nanda, Chairman-cum-Managing Director (from 01.01.2012 upto 24.05.2012)
iii) Shri N.K. Nanda, Director (Technical) iv)
Shri S. Thiagarajan, Director (Finance)
v)
Shri S. Bose, Director (Production)
vi)
Shri S.K. Das, Director (Commercial)
vii) Shri Rabindra Singh, Director (Personnel) Government of India nominee Directors i)
Shri S.Machendranathan, Additional Secretary & Financial Adviser (AS&FA), Ministry of Steel (upto 16.07.2012)
ii)
Shri E.K. Bharat Bhushan, Special Secretary & Financial Adviser (AS&FA), Ministry of Steel (w.e.f. 26.07.2012)
iii) Shri U.P. Singh, Joint Secretary, Ministry of Steel (upto 16.07.2012) iv)
Shri J.P. Shukla, Joint Secretary, Ministry of Steel (from 30.07.2012 to 18.10.2012)
v)
Shri Syedain Abbasi, Joint Secretary, Ministry of Steel (w.e.f. 18.10.2012) 51
ANNUAL REPORT 2012-13 Independent Directors i)
Shri Y.K. Sharma (upto 18.06.2012)
ii)
Shri Abdul Kalam (upto 18.06.2012)
iii) Shri K.S. Raju (upto 18.06.2012) iv)
Lt. Gen. (Retd.) Arvind Mahajan (upto 31.03.2013)
v)
Shri R.N. Aga
vi)
Mrs. Parminder Hira Mathur
vii) Shri D. Rath viii) Shri S.J. Sibal ix)
Dr. Noor Mohammad (w.e.f. 26.11.2012)
x)
Shri Vinai Kumar Agarwal (w.e.f. 26.11.2012)
xi)
Shri Mahesh Shah (w.e.f. 26.11.2012)
The Chairman-Cum-Managing Director and Functional Directors are appointed by Government of India for a period of five years or till the age of superannuation or until further orders whichever is earlier. The Directors are initially appointed by the Board as Additional Director in terms of the provisions of Section 260 of the Companies Act, 1956 and thereafter by the shareholders in the Annual General Meeting. The appointment may, however, be terminated by either side on three months notice or on payment of three months salary in lieu thereof. Government Nominee Directors representing Ministry of Steel, retire from the Board on ceasing to be official of Ministry of Steel, Government of India. Non Executive Directors (Independent) are normally appointed for a tenure of 3 years. As on the date of the Report, the composition of the Board of NMDC is in conformity with Clause 49 of the Listing Agreement and DPE guidelines on Corporate Governance. b.
BOARD MEETINGS Board Meeting Procedure: The Board Meetings are convened by giving appropriate advance notice after seeking approval of the Chairman of the Board / Committee as the case may be. In order to address specific urgent needs, meetings are also convened at a shorter notice. Resolutions are also passed by way of circulation in the eventuality of exigencies or urgency. Detailed agenda note are circulated in advance to the Board Members for facilitating meaningful, informed and focused decision at the meeting. In case of special and exceptional circumstances, additional / supplemental agenda item(s) are also permitted. 52
NMDC LIMITED Information placed before the Board of Directors The Board of Directors has complete access to information within the Company. The information inter alia, regularly supplied to the Board includes:
Annual Operating Plans and Budgets and any updates.
Capital Budget, Revenue Budget and any updates.
Quarterly / Annual Results of the Company.
Minutes of Meeting of Audit Committee and other Committees of the Board.
Minutes of the Meeting of Board of Directors of Subsidiary Companies.
Major Investments in Subsidiaries, Associates, Joint Ventures and Strategic Alliances.
Disclosure of Interest by Directors and other statutory items.
Major expansion plans of the Company.
Any significant development in Human Resources / Industrial Relation.
Attendance of each Director at the Board Meeting and the last AGM Sl. Name of the Director No. 1
2
3
4
5
6
7
No. of Board Meetings held
No. of Board Meetings attended
Last AGM Attended
Shri C.S. Verma Chairman-cum-Managing Director (w.e.f. 25.05.2012)
13
13
YES
Shri N.K. Nanda Chairman-cum-Managing Director (upto 24.05.2012)
1
1
YES
Shri N.K. Nanda Director (Technical)
13
12
YES
Shri S. Thiagarajan Director (Finance)
14
13
YES
Shri S. Bose Director (Production)
14
14
YES
Shri S.K. Das Director (Commercial)
14
14
YES
Shri Rabindra Singh Director (Personnel)
14
14
YES
53
ANNUAL REPORT 2012-13 Sl. Name of the Director No. 8
9
10
11
12
No. of Board Meetings held
No. of Board Meetings attended
Last AGM Attended
Shri S. Machendranathan (upto 16.07.2012)
3
3
NA
Shri E.K. Bharat Bhushan (w.e.f. 26.07.2012)
11
10
NO
Shri U.P. Singh (upto 30.07.2012)
3
3
NA
Shri J.P. Shukla (from 30.07.2012 to 18.10.2012)
4
4
YES
Shri Syedain Abbasi (w.e.f. 18.10.2012)
7
7
NA
13
Shri Y.K. Sharma (upto 18.06.2012)
2
2
NA
14
Shri Abdul Kalam (upto 18.06.2012)
2
2
NA
15
Shri K.S. Raju (upto 18.06.2012)
2
2
NA
16
Lt. Gen.(Retd.) Arvind Mahajan (upto 31.03.2013)
14
13
YES
17
Shri R.N. Aga
14
13
YES
18
Mrs. Parminder Hira Mathur
14
14
YES
19
Shri D. Rath
14
13
YES
20
Shri S.J. Sibal
14
11
YES
21
Dr. Noor Mohammad (w.e.f. 26.11.2012)
6
6
NA
Shri Vinai Kumar Agarwal (w.e.f. 26.11.2012)
6
6
NA
Shri Mahesh Shah (w.e.f. 26.11.2012)
6
6
NA
22
23
54
NMDC LIMITED c.
Number of other Boards or Board Committees in which he / she is a Member or Chairperson
Sl. Name of the Director No.
No. of Directorship and Committee Membership / Chairmanship Other Directorship
Committee Membership
Committee Chairmanship
1
Shri C.S. Verma Chairman-cum-Managing Director (w.e.f. 25.05.2012)
2
1
1
2
Shri N.K. Nanda Director (Technical)
9
2
Nil
3
Shri S. Thiagarajan Director (Finance)
6
2
Nil
4
Shri S. Bose Director (Production)
2
2
Nil
5
Shri S.K. Das Director (Commercial)
1
1
Nil
6
Shri Rabindra Singh Director (Personnel)
1
Nil
Nil
7
Shri S. Machendranathan (upto 16.07.2012)
8
Nil
Nil
8
Shri E.K. Bharat Bhushan (w.e.f. 26.07.2012)
6
Nil
Nil
9
Shri U.P. Singh (upto 30.07.2012)
3
Nil
Nil
10
Shri J.P. Shukla (from 30.07.2012 to 18.10.2012)
1
Nil
Nil
11
Shri Syedain Abbasi (w.e.f. 18.10.2012)
1
Nil
Nil
12
Shri Y.K. Sharma (upto 18.06.2012)
Nil
3
2
13
Shri Abdul Kalam (upto 18.06.2012)
1
Nil
Nil
14
Shri K.S. Raju (upto 18.06.2012)
Nil
1
Nil
15
Lt. Gen.(Retd.) Arvind Mahajan (upto 31.03.2013)
3
2
2
16
Shri R.N. Aga
Nil
1
Nil
17
Mrs. Parminder Hira Mathur
Nil
1
Nil
18
Shri D. Rath
2
1
Nil
55
ANNUAL REPORT 2012-13 Sl. Name of the Director No.
No. of Directorship and Committee Membership / Chairmanship Other Directorship
Committee Membership
Committee Chairmanship
3
Nil
Nil
Nil
Nil
Nil
19
Shri S.J. Sibal
20
Dr. Noor Mohammad (w.e.f. 26.11.2012)
21
Shri Vinai Kumar Agarwal (w.e.f. 26.11.2012)
2
1
Nil
22
Shri Mahesh Shah (w.e.f. 26.11.2012)
2
Nil
Nil
Notes: i)
Excluding Private Limited Companies, Foreign Companies and Section 25 Companies.
ii)
Membership / Chairmanship of only the Audit Committee, Shareholders' Committee, Investor Grievance Committee of all Public Limited Companies (Explanation to clause 49(C) of the Listing Agreement). Committee Membership of NMDC is also included.
iii) Directors are not inter se related to each other. d.
No. of Board Meetings held, dates on which held. During the year 2012-2013, fourteen (14) Board meetings were held, the details of which are given below: S.No.
Board Meeting No.
Board Meeting Date
Board Strength
No. of Directors Present
1
446
16.04.2012
15
13
2
447
28.05.2012
16
16
3
448
29.06.2012
13
13
4
449
13.08.2012
13
12
5
450
21.08.2012
13
13
6
451
20.09.2012
13
12
7
452
08.10.2012
13
12
8
453
07.11.2012
13
12
9
454
06.12.2012
16
16
10
455
02.01.2013
16
14
11
456
11.01.2013
16
16
12
457
02.02.2013
16
15
13
458
13.02.2013
16
16
14
459
02.03.2013
16
16
56
NMDC LIMITED Brief Resume / profiles of the Directors and expertise in specific functional areas forms part of the Annual Report. 3.
Audit Committee i.
Brief description of terms of reference The role of the Audit Committee shall include the following:
Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
Recommending to the Board the fixation of audit fees.
Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:
Matters required to be included in the Directors' Responsibility Statement to be included in the Board's report in terms of clause (2AA) of Sec 217 of the Companies Act, 1956.
Changes, if any, in accounting policies and practices and reasons for the same.
Major accounting entries involving estimates based on the exercise of judgment by management.
Significant adjustments made in the financial statements arising out of audit findings.
Compliance with listing and other legal requirements relating to financial statements.
Disclosure of any related party transactions.
Qualifications in the draft audit report
Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
Reviewing with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue etc) the statement of funds utilized for the purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency the utilization of proceeds of a public or right issue and making appropriate recommendation to the Board to take up the steps in the matter.
Reviewing with the management, performance of statutory and internal auditors and adequacy of the internal control systems.
Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. 57