REPORT ON
CORPORATE GOVERNANCE
The Company’s Philosophy on Corporate
Governance
Kajaria’s (the company) governance philosophy is based
on the trusteeship, transparency and accountability. We
believe that it is imperative for us to manage our business
affairs in the most fair and transparent manner with a firm
commitment to our values. For us, corporate governance
is an ethically driven business process that is commitment
to values aimed at enhancing an organization’s brand and
reputation.
As a part of the Company’s growth strategy, we continuously
review the Corporate Governance practices so that they can
be best across the globe. The Company’s Code of Conduct
and Ethics and Code for prevention of Insider Trading are an
extension of our values and reflect our commitment to ethical
business Practices.
The Board of Directors are responsible and committed to sound
principles of Corporate Governance in the Company. The Board
plays a crucial role in overseeing how the management serves
the short and long term interest of the shareholders and other
stakeholders.
The Corporate Governance Philosophy of the Company is
based on the following principles:
i. Appropriate composition of the Board of Directors.
ii. Timely disclosure of material and financial information to
the Board of Directors and stakeholders.
iii. Systems and processes are in place to ensure financial
control and Compliance of laws and
iv. Proper Business Conduct by the Board, Committees, Senior
Management and Employees.
Board of Directors
The Company firmly believes that an active, well-informed and
independent Board is necessary to ensure the highest standards
of Corporate Governance to bring objectivity and transparency
in the Management. The Board of Directors is entrusted with
the ultimate responsibility of the management, general affairs,
direction and performance of the Company and has vested with
the requisite powers, authorities and duties.
Selection of the Board
In terms of the requirement of the provisions of the Companies
Act 2013 and SEBI (LODR) Regulations, 2015, the Nomination
and Remuneration Committee has been designated to evaluate
the need for change in the composition and size of the Board
of the Company and to select members to fill Board vacancies
and nominating candidates for election by the shareholders at
the Annual General Meeting.
Composition
The Board comprises of such number of Executive and Non-
Executive Directors (Independent Director) as required under
the applicable legislations. The Board consists of eminent
individuals from the Industry, management, technical, financial
and marketing. The Company is managed by the Board of
Directors in coordination with the Senior Management team.
As on 31st March 2016 the Company has 11 Directors on its
Board including 6 Independent Directors. The Board periodically
evaluates the need for change in its composition and size.
The details of composition of the Board, nature of directorship,
Number of directorships in other companies, Chairmanship/
Membership of the Committee of each director in other
Companies, attendance of the Directors at Board Meeting and
ANNUAL REPORT 2015-16
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