The Board Members shall elect a Chairman in every year from
amongst themselves in the Board of Directors Meeting to be
held immediately after holding Annual General Meeting of the
Company.
The Chairman shall be elected for one year.
The Chairman shall preside over the meeting and in his absence
the Vice -Chairman shall preside the meeting. In absence of
Chairman and Vice-chairman the Board Members shall choose
another Director to preside over the meeting.
If at any meeting of the General Members, the Chairman be not
present within fifteen minutes after the time appointed for
holding the same or is unable to be present due to illness or
any other cause or is unwilling to act, the Directors present
may choose one of their members to act as Chairman of the
meeting and in default of their doing so, the members present
shall choose one of the Directors to take the chair and if no
Director is present or the Directors be not willing to take
the chair, the members present shall choose one of them to be
the Chairman of the meeting.
2. General Duties
The duties imposed on Board Members are fiduciary duties,
similar to those that the law imposes on those in similar
positions of Trust: Agents and Trustees.
The duties apply to each Board Member separately, while the
powers apply to the Board jointly.
The Board Members are expected to contribute to the debates in
the Board without any personal biases or other prejudices with
the conviction and belief that the outcome of every debate
would be towards the advancement of the Company.
3. Proper purpose
Board Members must exercise their powers for a proper purpose.
4. Unfettered discretion
Board Members cannot, without the consent of the Company,
fetter their discretion in relation to the exercise of their
powers, and cannot bind themselves to vote in a particular way
at future board meetings.
5. Transactions with the Company
A Board Member shall not enter into a transaction with a
Company where there is a conflict between his interest and
duty without the knowledge of the Board. It is a statutory
duty of the directors(s) to declare interests in relation to
any transactions, and to make proper disclosure thereof
6. Use of corporate property, opportunity or information
A Board Member must not, without the informed consent of the
Company, use Company’s assets, opportunities, or information
for his / her own profit
7. Competing with the Company
A Board Member must not compete directly with the Company
without a conflict of interest arising. A Board Member should
not act as a director of any competing Companies, as his / her
duties to each Company would conflict with each other.
8. Confidentiality
Each Board Member must use utmost care and discretion in the
handling of confidential information and other information not
normally available to the public, generally coming to them by
reason of their directorship, office or employment. Such
information shall, subject to certain limited circumstances,
not be disclosed to third parties and shall not be used for
personal benefit or for the benefit of family, friends, or
associates.
9. Conflict of duty and interest.
As fiduciaries, the Board Members must not put themselves in a
position where their interests and duties conflict with the
duties that they owe to the Company.
Each and every Board Member has an obligation of loyalty to
the Company and should subordinate his/her personal interest
when they conflict with or threaten to conflict with the best
interests of the Company.
Each and every Board Member shall declare all actual or
potential material conflicts that may arise between their duty
to (i) the company and (ii) their personal obligations, other
fiduciary duties or financial interests (direct or indirect)
and these conflicts shall be reported to the Chair
A Board Member should not engage directly or indirectly, as a
director, officer, employee, consultant, partner, agent or
major shareholder in any business or undertakin g that
competes with, does business with or seeks to do business with
the Company.
With respect to restricted party transactions, full disclosure
of material transactions shall be recorded in the board’s
minutes and will be transacted in accordance with le gislated
restrictions.
To avoid conflicts of interest, the Board Members must do more
than merely act within the law. They must conduct their
affairs in such a manner that their performance will at all
time bear public scrutiny. The appearance of conflict of
interest as well as the conflict itself must be avoided.
10. Accepting Gifts
No Board Member shall accept any gift, hospitality or favour
offered or tendered by virtue of the position with the
Company.
When dealing with public officials whose responsibilities
include the business of the Company, acts of hospitality
should be of such a scale and nature so as to avoid
compromising the integrity or reputation of either the public
official or the Company. Such acts of hospitality should be
undertaken in the expectation that they could well become a
matter of gene4ral knowledge and public record.
11. Reporting of Questionable or Fraudulent Actions
The Board Members shall report to the Board or to the audit
committee about their awareness of any situation which might
adversely affect the reputation of the company. This would
include any questionable, fraudulent or illegal events or
material actions in violation of company policy which comes to
their attention.
12. Co-operation with Auditors
Every Board Member is expected to comply promptly with any
request from internal and /or external auditors for assistance
and to provide full disclosure of any situation under
investigation.
Our Board of Directors consists of members who possess a wide
variety o f knowledge and experience in finance, economy,
management, business administration, marketing and law. This
ensures that together, they formulate the right policy for the
development of the business while having the specialized
skills and the ability to foresee developments across a larger
perspective.
Roles and Responsibilities of the Chief Executive Officer (CEO)
shall be:
To act as the Chief Executive Officer reporting to the Board
of Directors.
To remain accountable for the overall performance of the
Company and for the day-to-day operation and management of the
Company’s business, under the authority delegated by the Board
from time to time.
To implement the Board’s policies and strategies and deliver
the strategic plan in the most effective and efficient manner.
To report to the Board on progress against the strategic and
annual business plans on a regular basis. Typically, reporting
against the annual plan will be monthly.
To coordinate the overall management, administration,
corporate planning and business development.
To ensure the compliances of Laws, Rules and Regulations and
for Good Corporate Governance.
To supervise all technical, financial and welfare aspects of
the organization.
To manage the day-to-day operations of the Company, manage,
motivate, develop and lead members of the Management Team.
To manage resources efficiently and effectively to achieve the
company’s objectives.
To ensure that appropriate internal audit and internal control
processes and procedures are in place (in liaison with Head of
Internal Audit, External Auditors and Board Audit Committee).
To develop and implement a risk management plan.
To ensure that there is a succession plan in place.
To discharge the responsibilities as delegated and assigned by
the Board of Directors.
