Infowin Ltd. has been pioneer in corporate governance practices. The Board is comprised of appropriate mix of independent and executive directors to separate Board functions of governance and management. The Board compri

CS Professional · Ethics, Governance and Sustainability · PYQS · June 2016
Infowin Ltd. has been pioneer in corporate governance practices. The Board is comprised of appropriate mix of independent and executive directors to separate Board functions of governance and management. The Board comprises of fifteen members with seven executive directors and eight independent directors. Responsibilities of the Chairman, CEO (Chief Executive Officer) and COO (Chief Operating Officer) have been clearly defined and they have to make periodic presentations before the Board on their responsibilities, targets and performance. The Board is responsible for selection of new directors and it delegates the selection of the new Board members to the Nomination and Remuneration Committee. The Nomination and Remuneration Committee recommends to the Board the induction of any new Board member. The Board also regularly works with the Chairman, CEO and the COO to determine the plans of internal succession of these posts in case of any emergency. The Board meets to review the quarterly results, discusses issues related to the company's financial performance and the shareholders' interests. The independent directors are always kept up to date with the information regarding the company by the Board through separate meetings arranged at regular intervals. The Board currently has five committees namely, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Investment Committee. The COO and CEO deal with interaction of the Board with the clients, employees, institutional investors, the government and press. The risk management is dealt with by the Board with the help of the Audit Committee. In light of the above, you are required to answer the following questions : (ii) What are the different committees formed as part of corporate governance of Infowin Ltd. and what role do these committees play ?

Answer & Explanation:

The Board of Infowin Ltd. has constituted following five committees to play effective role in the defined areas. These committees with their respective role are given below- Audit Committee: The role of the Audit Committee includes oversight of the company's financial reporting process, disclosure of its financial information, review of financial statements, Recommendation for appointment, remuneration and terms of appointment of auditors of the company, Approval of payment to statutory auditors, internal controls and risk management etc. Nomination and Remuneration Committee: Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down; recommend to the Board their appointment and removal; carry out evaluation of every Director's performance; formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, KMP and other employees. Stakeholders Relationship Committee: Specifically to look into the redressal of grievances of shareholders, debenture holders and other security holders. Corporate Social Responsibility Committee: Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII, recommend the amount of expenditure to be incurred on the activities to be undertaken by the company as specified in Schedule VII, monitor the implementation of the CSR policy from time to time and institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the government. Investment Committee: For laying down an overall investment policy and operational framework for the investment operations etc.

Topics: Corporate Governance

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