Electronica Finance Limited believes that the highest standard of Corporate Governance is essential in order to sustain excellent performance and enhance shareholder value, on a long term basis. We continue to strive towards achieving the highest level of transparency and adopt the best corporate governance practices in all its dealings with various stakeholders. We strive towards the achievement of highest level of ethical standards and consequently the Board is kept well-informed about all the activities of the company.
Board of Directors
The Board has three executive directors and four independent directors. Thus the number of independent directors is more than one third of the total number of directors. The management of the Company is entrusted in the hands of the key management of the company and is headed by the Managing Director. The Board also has a woman member. The Board oversees and approves the long term strategies of the Company to ensure that the objective of maximizing shareholder value is met.
Information supplied to board
The Company provides each Director with an understanding of the agenda sufficiently in time before Board and Committee meetings. To enable the Board to discharge its responsibilities effectively, the Managing Director apprises the Board at every meeting on the overall performance of the Company. The Board provides overall long term strategic direction and periodically reviews them to ensure that the long term objectives of maximizing shareholders’ value are met. The Board periodically reviews compliance reports of all laws applicable to the Company, as well as steps taken by the Company to rectify instances of non-compliances, if any.
The remuneration provided to the Executive and Non-Executive Directors is decided by the Nomination and Remuneration Committee which takes into account several factors such as their qualifications, their experience, their past performance and the performance of the company and economy as a whole.
Committees of Board & Management
The Board has constituted following committees as required by the provision of Companies Act, 2013 & RBI regulation: ◉ Audit Committee ◉ Nomination and Remuneration Committee ◉ CSR Committee ◉ Asset Liability Management Committee ◉ Risk Management Committee ◉ Bank Borrowing Committee ◉ IT Strategy Committee ◉ Securities Operations Committee
Workings of the Audit Committee
The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other directors. The Company has also provided adequate safeguards against victimization of employees and directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.
Compliance with the Corporate Governance Voluntary Guidelines 2009
In December, 2009 the Government of India, Ministry of Corporate Affairs (“MCA”) had issued Corporate Governance Voluntary Guidelines 2009 (“the Guidelines”). Through the Guidelines, MCA clarified that they were prepared for consideration and adoption by Corporates on a voluntary basis with the objective of enhancing stakeholder value. The Company has been transparent in its working and believes in good Corporate Governance and has therefore made efforts to adopt the best practices that have evolved over the past 25 years. It will always be the Company’s endeavour to strive for excellence in Corporate Governance.