Charter of the Board of Directors by Professor R Balakrishnan 5

8/7/2019 Charter of the Board of Directors by Professor R Balakrishnan 5

1/5

Article

s

Charter of the Board of DirectorsProfessor R Balakrishnan, FCS, Pune.

e-mail :

[email protected]

Towards achieving excellence in corporate governance, it i

to have in place a charter for the Board of directors. Th

the mission, role, duties and responsibilities of the Board

function.


2/5

will have formal terms of reference as approved by the Board.

The Board should comprise of Independent Non-executive

Directors as per the regulatory requirements and the board of

directors should ensure this while recommending appointment

of directors to the shareholders.

BOARD LEADERSHIP

The chairperson of the Board should not be the CEO /

Managing Director or any other executive Board member.

The role of the CEO and chairperson should accordingly beseparate. The chairperson should be an independent non-

executive director.

INDUCTION OF NEW DIRECTORS

Directors have a responsibility to acquaint themselves with

their fiduciary duties, and responsibilities, as well as with the

issues pertaining to the operations and business environment

Remuneration Committee an

Each committee should have

executive members should bealso establish other commit

function of those committee

committees. Minutes of all c

the proceedings and decisions

remain confidential. Only deci

be tabled to the Board.

Assignment and Rotation

The Chairperson, considering

should annually propose the a

Committees. Subject to any

and experience, it is good pr

of the various committees.

Charter of the Board of Directors


3/5

Article

s

of the Board committees on an annual basis, to determine

areas in which the functioning of the committees may need to

be improved.

BOARD RELATIONSHIPS WITH COMPANY

STAFF AND EXTERNAL ADVISORS

Attendance of Non-directors at Board Meetings

The Chairperson may permit members of the company staff

and outside parties to attend all or part of Board meetings atspecific times. The purpose for such attendance is to provide

the Board with expert insights to their deliberations or as

capacity building for potential directors. The director

requesting such attendance should consult the Board or

chairman before such person attends the meeting.

Board Access to Senior Staff and the Books and

SUCCESSION AND EM

A succession plan for the

executive management is reco

when the CEO/Managing D

indefinite period must be agr

BOARD MEETINGS

Board meetings shall be held

laid down by the regulator

Listing Agreement.

The Board should be inform

meeting not less than 21 day

Should extraordinary circum

meeting to be held at shorte

Board can call a special Bo

members of the board of the


4/5

Minutes of all meetings shall record the proceedings and

decisions taken, the details of which remain confidential.

The Boards discussions shall at all times be open and

constructive. The Chairman shall seek a consensus in the Board

but may, where considered necessary, call for a vote.

Discussions and records shall remain confidential unless with

specific direction from the Board to the contrary.

Minutes should be kept in a page numbered minute book

reflecting all decisions taken and the basis on which such

decisions were made. The minutes must also reflect whichmember attended each meeting.

The Board shall ratify the Board calendar at least on an annual

basis.

A director whose vote is overruled by the majority at a board

meeting has the duty to abide by the decision of the board.

When a director is critical of a proposal, the matter should

be set as well as conditio

ratification.

RISK MANAGEMEN

CONTROL

The Board is responsible fo

processes necessary to ensure t

and risk management of the c

must ensure that a formal risk a

to identify and evaluate key ensure that it continually revie

the effectiveness of the risk m

The Boards risk managem

communicated to all employe

of the Board is incorporated

each country where the comp

A Board committee assists t

Charter of the Board of Directors


5/5

CODE OF CONDUCT AND ETHICS

The companys Board should establish the values of the

company in support of its mission, and establish principles

and standards of ethical business practice in support of such

values. These principles and standards should be communicated

to affected stakeholders in codified form, and the Board should

assume responsibility and accountability to stakeholders forcompliance with these. The Code of Conduct and Ethics shall

be applicable to all directors, employees across the company,

all stake holders such as shareholders, customers, supplier,

and all business associates.

Compliance with the Code

Supporting employees to fully understand and to comply withthis Code of Conduct and Ethics in the best interests of the

company, its customers, shareholders, employees and business

associates. Therefore employees are encouraged to seek

clarification from their functional head or the Chief Executive/

Managing Director when in doubt about the best course of

action to take in a particular situation.

Any employee who becomes

breach of this Code is required

or the Chief Executive or the

Violation of this Code of Co

disciplinary action up to and

action against, the individual

BOARD MEMBER COM

Non-executive Directors wi

specify the amount .......) for a

meetings. In addition, the exp

their base of operation to th

accommodation, conveyance

would be borne by the comp

The non-executive director

commission payment at the

profit made by the company

Companies Act, 1956.

This compensation of the dire

by the board of directors, fro

Documents

Charter of the Board of Directors by Professor R Balakrishnan 5