The Board believes in and supports the principles of corporate governance and seeks to discharge its operational, strategic and fiduciary responsibilities to ensure good management practices. The Board represents the shareholders’ interest in terms of optimizing long-term financial returns and is committed to its responsibilities for all the constituents of its business i.e., customers, employees, suppliers and the general public.

The Board, which is accountable for achieving and maintaining such standards of good governance, comprises the Non-Executive Chairman, the Managing Director, one Wholetime Director and five Non-Executive Directors.

Responsibilities of the Board

In ICI India's corporate structure, the roles and responsibilities of the Chairman and the Managing Director have been clearly demarcated and laid down. The Wholetime Director's responsibilities have also been well-defined.

All significant issues requiring strategic direction are decided after they have been critically examined by the Board with the full involvement of the Non-Executive Directors, who impart the benefit of their vast experience and skills to bring qualitative improvement to the decision-making process.

The Board, through its effective supervision of the business operations of the Company, ensures that each business remains committed to achieving operational excellence while observing the highest ethical standards.

Committees

The functioning of the Board is further supplemented by its Audit Committee, Remuneration and Nominations Committee and Shareholders/Investors Grievance Committee. Each of the first two Committees comprises of four Non-Executive Directors as their members and meet periodically. The third Committee is chaired by a Non-Executive Director.

Ms R S Karnad chairs the Audit Committee, Mr M V Subbiah, the Remuneration and Nominations Committee and Mr A J Britt, the Shareholders / Investors Grievance Committee.

The Audit Committee is assisted by the internal audit function. It has full access to all relevant information to independently and comprehensively review all internal controls.

The Remuneration and Nominations Committee reviews the performance of the Managing Director and the Wholetime Director during the year, and recommends the remuneration payable to them as well as recommends nominations for appointment to the Board.

The Shareholders/Investors Grievance Committee, assisted by the Company Secretary, performs the crucial role of redressing investors' complaints to their satisfaction.

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