CORPORATE GOVERNANCE
REPORT
Define :- Corporate governance refers to the system
by which corporations are directed and co...
In other words company use corporate governance
report to see how the “show has to be run” in the best
interest of all th...
WHAT DO YOU UNDERSTAND BY
GOOD CORPORATE GOVERNANCE?
Good corporate governance is all about ensuring that
the needs and i...
COMPONENTS OF CGR IN
CONTEXT TO BRITANNIA CGR
COMPANY’S PHILOSOPHY ON CODE OF
CORPORATE GOVERNANCE
Company considers good ...
BOARD OF DIRECTORS
The Board is headed by a Non-Executive Chairman,
Mr. Nusli N Wadia
Over three-fourths of the Board co...
BOARD COMMITTEES
(a) Audit Committee:
The Audit Committee, as on 31 March 2013, comprised
the following six Non-Executive ...
(b) Remuneration / Compensation Committee:
Mr. Keki Dadiseth – Chairman of the Committee
Mr. Nusli N Wadia
Mr. A K Hirj...
Broad terms of reference of the Remuneration /
Compensation Committee include:
(i) Recommendations to the Board, of salar...
(c) Share Transfer & Shareholders’ / Investors’
Grievance and Ethics / Compliance Committee:
(i) approves and monitors tr...
GENERAL BODY MEETINGS
Company organized three general body meetings at
various locations
DISCLOSURES
 Risk Management
Co...
MEANS OF COMMUNICATION
Quarterly, half-yearly and yearly financial results are
published within the stipulated time as pe...
Registrar and Transfer Agents
Address for correspondence
Others
DECLARATION
 As provided under Clause 49 of the Listin...
Afm assignment
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Afm assignment

  1. 1. CORPORATE GOVERNANCE REPORT Define :- Corporate governance refers to the system by which corporations are directed and controlled. The governance structure specifies the distribution of rights and responsibilities among different participants in the corporation (such as the board of directors, managers, shareholders, creditors, auditors, regulators, and other stakeholders) and specifies the rules and procedures for making decisions in corporate affairs.
  2. 2. In other words company use corporate governance report to see how the “show has to be run” in the best interest of all the stakeholders within the boundaries set by the government.  Governance provides the structure through which corporations set and pursue their objectives, while reflecting the context of the social, regulatory and market environment. Governance is a mechanism for monitoring the actions, policies and decisions of corporations. Governance involves the alignment of interests among the stakeholders. Corporate governance report is attached with the Director’s report
  3. 3. WHAT DO YOU UNDERSTAND BY GOOD CORPORATE GOVERNANCE? Good corporate governance is all about ensuring that the needs and interests of all of an organisation's stakeholders are taken into account in a balanced and transparent manner. However, good corporate governance is not just a matter of having the right policies and procedures in place. It has to be embedded into the culture of the organisation from the very top down.
  4. 4. COMPONENTS OF CGR IN CONTEXT TO BRITANNIA CGR COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE Company considers good Corporate Governance a pre-requisite for meeting the needs and aspirations of its shareholders and other stakeholders in the Company and firmly believes that the same could be achieved by maintaining transparency in its dealings, creating robust policies and practices for key processes and systems with clear accountability, integrity, transparent governance practices and the highest standard of regulatory compliance.
  5. 5. BOARD OF DIRECTORS The Board is headed by a Non-Executive Chairman, Mr. Nusli N Wadia Over three-fourths of the Board consists of Non- Executive Directors. As of 31 March 2013, the Board comprised six independent directors constituting 50% of the total Board strength. During the year 2012-13, six (6) Board Meetings were held
  6. 6. BOARD COMMITTEES (a) Audit Committee: The Audit Committee, as on 31 March 2013, comprised the following six Non-Executive Directors: Mr. Nasser Munjee – Chairman of the Committee Mr. Nimesh N Kampani Mr. Keki Dadiseth Mr. Avijit Deb Mr. A K Hirjee Mr. Ness N Wadia
  7. 7. (b) Remuneration / Compensation Committee: Mr. Keki Dadiseth – Chairman of the Committee Mr. Nusli N Wadia Mr. A K Hirjee Mr. Nimesh N Kampani Mr. Nasser Munjee Dr. Ajai Puri
  8. 8. Broad terms of reference of the Remuneration / Compensation Committee include: (i) Recommendations to the Board, of salary / perquisites, commission and retirement benefits and finalisation of the perquisite package payable to the Company’s Managing Director / Wholetime Directors. (ii) To evolve and bring into effect the Employee Stock Option Scheme (ESOS) within the broad parameters approved by the Board / Shareholders and formulate the detailed terms and conditions of the ESOS. (iii) To be responsible for the administration and superintendence of the ESOS.7
  9. 9. (c) Share Transfer & Shareholders’ / Investors’ Grievance and Ethics / Compliance Committee: (i) approves and monitors transfers, transmission, splitting, consolidation, dematerialisation, rematerialisation of securities and issue of duplicate share certificates by the Company over and above the delegated power as detailed below (ii) looks into various issues relating to shareholders, including redressal of complaints relating to transfer of shares, non-receipt of annual reports, dividends, etc.; and (iii) carries out the functions envisaged under the Code of Conduct for Prevention of Insider Trading adopted by the Company in terms of Regulation 12(1) of the SEBI (Prohibition of Insider Trading)
  10. 10. GENERAL BODY MEETINGS Company organized three general body meetings at various locations DISCLOSURES  Risk Management Code of Conduct Public, Rights and Other Issues CEO / CFO Certification Management Discussion and Analysis Report Compliance Reports
  11. 11. MEANS OF COMMUNICATION Quarterly, half-yearly and yearly financial results are published within the stipulated time as per the Listing Agreement in leading newspapers, i.e. Financial Express (all editions) and Pratidin (Kolkata edition). The Company also uploads financial results on its website – www.britannia.co.in GENERAL SHAREHOLDER INFORMATION Annual General Meeting – Date, time and venue Financial calendar Book closure period Dividend payment date Listing on Stock Exchanges Plant Locations
  12. 12. Registrar and Transfer Agents Address for correspondence Others DECLARATION  As provided under Clause 49 of the Listing Agreement with the Stock Exchanges, this is to confirm that all the members of the Board and the Senior Management have affirmed compliance with the Code of Conduct for the year ended 31 March 2013. For Britannia Industries Limited Place: Mumbai Vinita Bali Date : 24 May 2013 Managing Director

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