corporate governance of aditya birla nuvo

7/28/2019 CORPORATE GOVERNANCE OF ADITYA BIRLA NUVO

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MIHIR BABARIA - 4


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Governance philosophy of AB Nuvo rests on five basic

Tenets, viz.,

1. Board accountability to the company and shareholders

2. Strategic guidance and effective monitoring by the board3. Protection of minority Interests and rights

4. Equitable treatment of all Shareholders

5. Superior transparency and timely disclosure.


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*Sitting fees for attending meeting of Board/Committee are paid asper the provisions of Articles of Association of theCompany/Companies Act, 1956.

*Commission paid to the Non - Executive Directors is decided bythe Board of Directors within the limits approved by theshareholders.

*The Board's roles, functions, responsibilities and accountabilitiesare well defined. All relevant information as required under the

Listing Agreement with the Stock Exchanges is regularly placedbefore the Board.

*The Members of the Board have complete freedom to expresstheir opinion; and decisions are taken after detailed discussions.


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*The Board has laid down a Code of Conduct applicable to all

Board Members and Senior Executives of the Company.

*All the Board Members and Senior Management Personnel

have confirmed compliance with the code.

*The Committee acts as a link between the management, the

statutory and internal auditors and the Board of Directors and

oversees the financial reporting process.*All the members of the Company's Audit Committee are

Independent Directors.


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*During the FY 2011-12, the Audit Committee met 7 times todeliberate on various matters and details of the attendance of

the Committee members are as follows:


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*The Company has one material non-listed Indian SubsidiaryCompany, namely, Birla Sun Life Insurance CompanyLimited (BSLICL).

*The Audit Committee reviews the financial statements andinvestments made by unlisted subsidiary companies.

*Details relating to related party transactions are placedbefore the Audit Committee from time to time.

(B) Disclosure of Accounting Treatment


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*For FY 2011-12, considering the financial performance of the

Company the Board has decided to pay commission of Rs. 2Crore to the non-executive directors of the Company which is

not exceeding 1% of the net profits of the Company.


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*1) The Company maintains a separate office for the Non-Executive Chairman. All necessary infrastructure and

assistance are made available to enable him to discharge his

responsibilities effectively.

*2) The Company does not have a Remuneration Committee

except for ESOP. The remuneration of the Managing/Whole-

time Directors is fixed by the Board of Directors and the

Shareholders.

*3) Performance update consisting of financial and operational

performance for the first six months of financial year is sent to

the shareholders.


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*4) The Company continues to adopt best practices to

ensure unqualified financial statements.

*5) The Company has established a policy for

employees to report to the management concerns

about unethical behaviours, actual or suspected fraud

or violation of the Company's Code of Conduct orethics.

corporate governance of aditya birla nuvo

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