COMPANY’S PHILOSOPHY ON CORPORATE
GOVERNANCE G4-34
Good corporate governance has been an integral
part of our business since its inception. We have
been implementing sound management practices in
compliance with the laws, adhering to the highest
standards of transparency and business ethics.
These main drivers, coupled with the Company’s
ongoing contribution to the local communities through
meaningful ‘corporate social responsibility’ initiatives
will reinforce our vision to be the most sustainable and
competitive company in our industry and our mission to
create value for all our stakeholders. The Company has
laid high emphasis on values such as empowerment
and integrity of employees, safety of the employees
and communities surrounding our plants, transparency
in the decision making process, fair and ethical dealings
with all, clean environment and accountability to all
the stakeholders. These practices, since inception,
have contributed to the Company’s sustained growth.
The Company also believes that its operations should
optimally utilise scarce natural resources to promote
sustainable development.
Ambuja’s Governance Structure is based on the
principles of freedom within a given framework
to the Executive Management to ensure that the
powers vested in it are exercised with due care and
responsibility so as to meet the expectations of all
stakeholders. In line with these principles, the Company
has created a three-tiered corporate governance
structure, viz.:
(i) The Board of Directors (BoD): The primary role
of the Board is to protect the interest and enhance
value for all stakeholders. It conducts overall strategic
supervision and control by setting the goals and targets,
policies, reporting mechanism and accountability and
decision making process to be followed.
(ii) Committees of Directors: The Audit Committee,
Compliance Committee, Capex Committee, CSR
Committee etc. are focused on financial reporting,
audit and internal controls, compliance issues,
critical assessment and review of large capex and
implementation and monitoring of CSR activities.
(iii) Executive Management: The entire business
including support services is managed with clearly
demarcated responsibilities and authorities at
different levels.
(A) The Executive Committee (ExCo) comprises of the
Managing Director (MD), Chief Manufacturing Officer
(CMO), Chief Human Resources Officer (CHRO), Chief
Finance Officer (CFO), Chief Marketing Officer (CMrktO)
and Chief Procurement Officer (CPO). This committee
is a brain-storming committee where all important
business issues are discussed and decisions are
taken. This Committee reviews and monitors monthly
performances, addresses challenges faced by the
business, draws strategies and policies and keeps the
Board informed about important developments having
bearing on the operational and financial performance
of the Company.
(B) Managing Director & CEO reports to the Board
and is responsible for the entire operations of all the
regions, achieving business strategies, project
execution, overall performance and growth, achieving
the Company’s vision and mission, mergers and
acquisitions, significant policy decisions and all critical
issues having significant business and financial
implications. He provides strategic direction, policy
guidelines and extends support to the Executive
Committee members and other functional heads.
He also ensures implementation of the decisions of
the Board and its various committees.
The Company has laid high emphasis on values such as empowerment and
integrity of employees, safety of the employees and communities surrounding
our plants, transparency in the decision making process, fair and ethical dealings
with all, clean environment and accountability to all the stakeholders.
The Board of Directors has a very balanced structure,
and primarily takes care of the business needs and
stakeholders’ interests. The composition of the Board
also complies with the provisions of the Companies
Act, 1956 and the Listing Agreement. At the end of
corporate financial year 2015, the total Board strength
was twelve, which includes five independent, six
non-independent non-executive members including
the Chairman, and one non-independent executive
(MD & CEO). The BoD has eleven males and one
female. No member is under 30 years of age. For more
information on corporate governance, please refer our
Annual Report, 2015 (http://www.ambujacement.
com/investor-relations/annual-reports/). With the
Companies Act, 2013 coming into force, the Board
appointed all the existing independent directors
as independent directors under section 149 of the
Companies Act, 2013 for a term up to 31 March
2019. The independent directors have submitted the
Declaration of Independence, as required pursuant to
section 149(7) of the Companies Act, 2013, stating that
they meet the criteria of independence as provided in
sub-section (6). Directors are appointed or re-appointed
with the approval of the shareholders and shall remain
in office in accordance with the retirement policy as laid
down by the Board from time to time. The Managing
Director and all the non-executive directors are liable
to retire by rotation unless otherwise specifically
approved by the shareholders. The non-executive
directors including independent directors on the Board
are experienced, competent and highly renowned
persons in their respective fields. They take active
part at the Board and Committee meetings and play
a critical role with regard to strategic issues, which
enhances transparency and adds value in the decision
making process of the Board of Directors. The Company
has a policy on Board Diversity which requires that
there will be no discrimination or bias on grounds of
age, ethnicity, gender, religion or other socio-cultural
factors, but the endeavour would be to have a group
of individuals on the Board, with a diverse set of
personalities and demographics representing a wide
cross-section of industries, professions, backgrounds,
occupations and functions, and possessing a blend of
skills, domain and functional knowledge, experience,
educational qualifications, both individually and
collectively. G4-38 to 40
On appointment, the concerned director is issued a
letter of appointment setting out in detail, the terms
of appointment, duties, responsibilities and expected
time commitment. Each newly appointed independent
director is taken through a formal induction programme
including the presentation from the MD & CEO on
the Company’s manufacturing, marketing, finance
and other important aspects. The Company Secretary
briefs the director about her/his legal and regulatory
responsibilities. The induction for independent directors
includes interactive sessions with Executive Committee
members, business and functional heads, visit to the
manufacturing site, etc. The familiarisation programme
aims to provide independent directors with the cement
industry scenario, the socio-economic environment in
which the Company operates, the business model, the
operational and financial performance of the Company,
and other significant developments so as to enable them
to take well-informed decisions in a timely manner. The
familiarisation programme also seeks to update the
directors on their roles, responsibilities, rights and duties
under the Companies Act and other statutes. On matters
of specialised nature, the Company engages outside
experts/consultants for presentations and discussions
with Board members. It is a practice in last so many
years to report performance of the Sustainability KPIs
and major Sustainability initiatives/ achievements during
the quarter to the Board. G4-43
In compliance with the Companies Act, 2013, and
Clause 49 of the Listing Agreement, during the year the
Board adopted a formal mechanism for evaluating the
performance and effectiveness of itself, its committees
and individual directors, including the Chairman of the
Board. For the Board and its committees, the exercise
was carried out through a structured evaluation process
covering various aspects of the Board’s functioning
such as the composition of the Board and committees,
experience and competencies, performance of specific
duties and obligations, governance issues etc. In
case of evaluation of the individual directors, one-toone
meetings of each director with the Chairman of
the Board and the Chairman of the Nomination and
Remuneration Committee were held. The directors
were satisfied with the evaluation results, which
reflected the overall engagement and effectiveness of
the Board and its committees. G4-44
Board Committees: The following committees have
been formed with specific objectives for controlling
various operations within the system:
Audit Committee: The Audit Committee comprises
all non-executive directors; majority of them are
independent directors, including the Chairman. The
terms of reference of this Committee broadly include
(i) approval of annual internal audit plan, (ii) review of
financial reporting systems, (iii) review of internal control
systems, (iv) discussions on quarterly, half yearly and
annual financial results, (v) interaction with statutory,
internal and cost auditors, (vi) recommendations for
appointment of statutory and cost auditors and their
remuneration and (vii) the risk management framework
concerning the critical operations of the Company.
Compliance Committee: With the rapid growth of the
business and its complexities coupled with increasing
regulatory compliances, the Board felt it necessary to
COMPANY’S PHILOSOPHY ON CORPORATE
GOVERNANCE G4-34
Good corporate governance has been an integral
part of our business since its inception. We have
been implementing sound management practices in
compliance with the laws, adhering to the highest
standards of transparency and business ethics.
These main drivers, coupled with the Company’s
ongoing contribution to the local communities through
meaningful ‘corporate social responsibility’ initiatives
will reinforce our vision to be the most sustainable and
competitive company in our industry and our mission to
create value for all our stakeholders. The Company has
laid high emphasis on values such as empowerment
and integrity of employees, safety of the employees
and communities surrounding our plants, transparency
in the decision making process, fair and ethical dealings
with all, clean environment and accountability to all
the stakeholders. These practices, since inception,
have contributed to the Company’s sustained growth.
The Company also believes that its operations should
optimally utilise scarce natural resources to promote
sustainable development.
Ambuja’s Governance Structure is based on the
principles of freedom within a given framework
to the Executive Management to ensure that the
powers vested in it are exercised with due care and
responsibility so as to meet the expectations of all
stakeholders. In line with these principles, the Company
has created a three-tiered corporate governance
structure, viz.:
(i) The Board of Directors (BoD): The primary role
of the Board is to protect the interest and enhance
value for all stakeholders. It conducts overall strategic
supervision and control by setting the goals and targets,
policies, reporting mechanism and accountability and
decision making process to be followed.
(ii) Committees of Directors: The Audit Committee,
Compliance Committee, Capex Committee, CSR
Committee etc. are focused on financial reporting,
audit and internal controls, compliance issues,
critical assessment and review of large capex and
implementation and monitoring of CSR activities.
(iii) Executive Management: The entire business
including support services is managed with clearly
demarcated responsibilities and authorities at
different levels.
(A) The Executive Committee (ExCo) comprises of the
Managing Director (MD), Chief Manufacturing Officer
(CMO), Chief Human Resources Officer (CHRO), Chief
Finance Officer (CFO), Chief Marketing Officer (CMrktO)
and Chief Procurement Officer (CPO). This committee
is a brain-storming committee where all important
business issues are discussed and decisions are
taken. This Committee reviews and monitors monthly
performances, addresses challenges faced by the
business, draws strategies and policies and keeps the
Board informed about important developments having
bearing on the operational and financial performance
of the Company.
(B) Managing Director & CEO reports to the Board
and is responsible for the entire operations of all the
regions, achieving business strategies, project
execution, overall performance and growth, achieving
the Company’s vision and mission, mergers and
acquisitions, significant policy decisions and all critical
issues having significant business and financial
implications. He provides strategic direction, policy
guidelines and extends support to the Executive
Committee members and other functional heads.
He also ensures implementation of the decisions of
the Board and its various committees.
The Company has laid high emphasis on values such as empowerment and
integrity of employees, safety of the employees and communities surrounding
our plants, transparency in the decision making process, fair and ethical dealings
with all, clean environment and accountability to all the stakeholders.
The Board of Directors has a very balanced structure,
and primarily takes care of the business needs and
stakeholders’ interests. The composition of the Board
also complies with the provisions of the Companies
Act, 1956 and the Listing Agreement. At the end of
corporate financial year 2015, the total Board strength
was twelve, which includes five independent, six
non-independent non-executive members including
the Chairman, and one non-independent executive
(MD & CEO). The BoD has eleven males and one
female. No member is under 30 years of age. For more
information on corporate governance, please refer our
Annual Report, 2015 (http://www.ambujacement.
com/investor-relations/annual-reports/). With the
Companies Act, 2013 coming into force, the Board
appointed all the existing independent directors
as independent directors under section 149 of the
Companies Act, 2013 for a term up to 31 March
2019. The independent directors have submitted the
Declaration of Independence, as required pursuant to
section 149(7) of the Companies Act, 2013, stating that
they meet the criteria of independence as provided in
sub-section (6). Directors are appointed or re-appointed
with the approval of the shareholders and shall remain
in office in accordance with the retirement policy as laid
down by the Board from time to time. The Managing
Director and all the non-executive directors are liable
to retire by rotation unless otherwise specifically
approved by the shareholders. The non-executive
directors including independent directors on the Board
are experienced, competent and highly renowned
persons in their respective fields. They take active
part at the Board and Committee meetings and play
a critical role with regard to strategic issues, which
enhances transparency and adds value in the decision
making process of the Board of Directors. The Company
has a policy on Board Diversity which requires that
there will be no discrimination or bias on grounds of
age, ethnicity, gender, religion or other socio-cultural
factors, but the endeavour would be to have a group
of individuals on the Board, with a diverse set of
personalities and demographics representing a wide
cross-section of industries, professions, backgrounds,
occupations and functions, and possessing a blend of
skills, domain and functional knowledge, experience,
educational qualifications, both individually and
collectively. G4-38 to 40
On appointment, the concerned director is issued a
letter of appointment setting out in detail, the terms
of appointment, duties, responsibilities and expected
time commitment. Each newly appointed independent
director is taken through a formal induction programme
including the presentation from the MD & CEO on
the Company’s manufacturing, marketing, finance
and other important aspects. The Company Secretary
briefs the director about her/his legal and regulatory
responsibilities. The induction for independent directors
includes interactive sessions with Executive Committee
members, business and functional heads, visit to the
manufacturing site, etc. The familiarisation programme
aims to provide independent directors with the cement
industry scenario, the socio-economic environment in
which the Company operates, the business model, the
operational and financial performance of the Company,
and other significant developments so as to enable them
to take well-informed decisions in a timely manner. The
familiarisation programme also seeks to update the
directors on their roles, responsibilities, rights and duties
under the Companies Act and other statutes. On matters
of specialised nature, the Company engages outside
experts/consultants for presentations and discussions
with Board members. It is a practice in last so many
years to report performance of the Sustainability KPIs
and major Sustainability initiatives/ achievements during
the quarter to the Board. G4-43
In compliance with the Companies Act, 2013, and
Clause 49 of the Listing Agreement, during the year the
Board adopted a formal mechanism for evaluating the
performance and effectiveness of itself, its committees
and individual directors, including the Chairman of the
Board. For the Board and its committees, the exercise
was carried out through a structured evaluation process
covering various aspects of the Board’s functioning
such as the composition of the Board and committees,
experience and competencies, performance of specific
duties and obligations, governance issues etc. In
case of evaluation of the individual directors, one-toone
meetings of each director with the Chairman of
the Board and the Chairman of the Nomination and
Remuneration Committee were held. The directors
were satisfied with the evaluation results, which
reflected the overall engagement and effectiveness of
the Board and its committees. G4-44
Board Committees: The following committees have
been formed with specific objectives for controlling
various operations within the system:
Audit Committee: The Audit Committee comprises
all non-executive directors; majority of them are
independent directors, including the Chairman. The
terms of reference of this Committee broadly include
(i) approval of annual internal audit plan, (ii) review of
financial reporting systems, (iii) review of internal control
systems, (iv) discussions on quarterly, half yearly and
annual financial results, (v) interaction with statutory,
internal and cost auditors, (vi) recommendations for
appointment of statutory and cost auditors and their
remuneration and (vii) the risk management framework
concerning the critical operations of the Company.
Compliance Committee: With the rapid growth of the
business and its complexities coupled with increasing
regulatory compliances, the Board felt it necessary to