The Board of Directors has delegated certain important areas to Board Committees. These are as under:
Risk and Audit Committee
The Risk and Audit Committee of CG comprises of four Directors, all being Non-Executive Directors, three of whom, including the Chairman, are independent. The composition is as under :
- Dr. Omkar Goswami (Non-Executive Director),
- Mr. Sanjay Labroo (Independent Director),
- Ms. Ramni Nirula (Independent Director)
CG's Risk and Audit Committee has a well established "terms of reference", which articulates the role of the Risk and Audit Committee in CG. The Risk and Audit Committee monitors the integrity of the financial information provided by the Company, by reviewing the relevance and consistency of the Accounting Standards deployed by the Company. The Committee reviews the adequacy of internal control systems of the Company, with management and internal and external auditors The Committee recommends the independent registered accounting firm as external auditors, and approves all related fees as well as compensation and reviews their selection with the Board. The Committee also reviews the risk exposures of the Company with respect to its business areas, operations as well as financials, and validates the adequacy of insurance cover and other risk mitigation measures undertaken by CG`s businesses. It ensures that the CG`s risk management mechanisms and responses provide an evaluation of the most relevant risks, relative to its strategy and corporate objectives. The Committee will also review the functioning of the Vigil Mechanism established, from time to time.
CG has an independent internal audit function with resources and skills aligned with the Company`s size, nature and complexity of businesses. As a progressive Corporate Governance practice and to provide greater independence to the Internal Audit function, the Head of the Internal Audit reports directly to the CEO & Managing Director
At each Board Meeting, the Chairman of the Risk and Audit Committee briefs the Board of Directors on the discussions at the Risk and Audit Committee Meeting, and the Minutes of these meetings are also circulated to all Members of the Board.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee of CG comprises three Directors, all being Non-Executive Directors, two of whom, including the Chairperson, are independent. The composition is as under :
- Ms. Ramni Nirula (Chairperson, Independent Director)
- Mr. Sanjay Labroo (Independent Director)
- Mr. Gautam Thapar (Non-Executive Director)
The Committee is responsible for :
- Establishment of annual KRAs of CEO & Managing Director, evaluating achievements thereof and reviewing remuneration paid to the CEO & Managing Director.
- Reviewing proposals for appointment of Directors and Senior Management (employees in Core Management Team - one level below CEO) and provide its recommendation to the Board;
- Formulation of the criteria for determining qualifications, positive attributes and independence of a Director;
- Reviewing, discussing and providing guidance to the management, on the KRAs for members of the Core Management Team; reviewing the outcome of evaluation processes and resulting senior management's compensation;
- Examination of all major aspects of the Company's HR Processes of the Company related to hiring, training, performance evaluation, deployment and motivation; Management development, talent management and succession planning; internal communication and culture building and compensation structure of the Company's employees.
Stakeholders Relationship Committee
The Committee comprises
- Mr Gautam Thapar (Chairman)
- Mr K. N. Neelkant (CEO and Managing Director)
The Committee reviews the redressal of grievances of security holders of the Company, including investors` complaints related to transfers and transmissions, annual reports, dividends and other share related matters; the periodicity and effectiveness of the share transfer process, regulatory certifications, depository related issues and activities of the Registrar and Transfer Agent. In addition to a review by this Committee, the Company continues its existing practice of reporting to the Directors at each Board Meeting, the number and category of shareholder complaints received and the status of their resolution. The Company enjoys an extremely high level of investor satisfaction, which is reflected in the very insignificant number of investor complaints.
Corporate Social Responsibility (CSR) Committee
The Committee comprises of the following Directors
- Mr. G Thapar (Non-Executive Director)
- Dr. Valentin von Massow (Independent Director)
- Ms Ramni Nirula (Independent Director)
The Committee is responsible for oversight on CSR activities of the Company as well as formulating and recommending to the Board, a Corporate Social Responsibility Policy of the Company. The Committee recommends the goals, initiatives and practices to the Board, in effectively carrying out Company's duty as a corporate citizen. The Committee also determines the annual plan, monitors projects and activities of the Company in accordance with the Corporate Social Responsibility Policy of the Company from time to time.