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The Company is admitted to the Standard list on the Official List of the London Stock Exchange, compliance with the UK Corporate Governance Code is not required. However, the Directors in the spirit of good practice have always taken note of its provisions and voluntarily complied whenever it has been appropriate to do so. Given the size and stage of evolution of the underlying business, it is important to note that the Company strives constantly to maintain a fine balance between maintaining robust corporate governance practices and rigours of business growth and associated business innovation and approach. Further, it is the Company's belief that Corporate Governance policies and practices and its periodic review needs to be tailored to the size and maturity of the organization.
The Board is committed to ensure that proper standards of corporate governance operate and has established governance procedures and policies that are considered appropriate to the nature and size of the Group.
Composition of Board of Directors
The Board currently comprises of an independent non-executive chairman, two executive directors and three independent non-executive directors. The Non-executive Chairman Mr. T.L. Sankar has more than four decades of experience in the power sector having served as Secretary of the Fuel Policy Committee (1970-75), Principal Secretary of the Working Group on Energy Policy (1978-79), as a member of the Advisory Board on Energy, Government of India and as a member of the Integrated Energy Policy Committee. Mr. S.R. Iyer, an independent non-executive Director has a rich experience in Finance and accounts and has earlier served as the Managing Director of state Bank of India. Mr. Vladimir Dlouhy, an independent non-executive director has rich and distinguished experience in economic and industrial affairs and international corporate businesses. Mr. Abhay Nalawade, the other independent non-executive director has more than three decade of experience in energy field and served as CEO and Managing Director of Thermax Limited, a major corporation in energy and environment field. Mr. Keith Nicholas Henry has had a long and successful career in the global power and energy sectors. He has run large private and publicly listed companies that successfully established major assets in both developed and emerging markets. During his career, Mr. Keith was Chief Executive of National Power plc, a FTSE100 company, International Power.
The two Executive Directors Mr. S.Kishore and Mr. K.A.Sastry are the Company Founders and have extensive knowledge of the Indian Power sector for over two decades and have handled prestigious advisory assignments prior to setting up KSK.
Role of the Board
The Board meets regularly during the course of the year to review trading performance and budgets, funding, to set and monitor strategy, examine acquisition opportunities and report to Shareholders. The Board has a formal schedule of matters specifically reserved to it for decisions.
The roles of Chairman and Executive Directors are separate, and the responsibilities of Chairman and Executive Directors are independently defined. It is the Chairman's responsibility to ensure that the Board is provided with accurate, timely and clear information in relation to the Group and its business.
Senior Independent Director
The UK Corporate Governance Code recommends that the Board should appoint one of its independent non-executive directors to be the senior independent director. The senior independent director should be available to Shareholders if they have concerns that contact through the normal channels of Chairman or Executive Directors has failed to resolve or where such contact is inappropriate. Mr. S.R. Iyer is the Board's existing senior independent director.
Audit, Remuneration and Nomination Committees are the three Committees constituted by the Board with their terms of reference clearly defined.
The Company's Audit committee comprises of the non-executive directors, being Mr. S.R. Iyer (Chair), Mr. T.L. Sankar, Mr. Vladimir Dlouhy and Mr. Abhay Nalawade. The Audit Committee is responsible for a wide range of financial matters and will meet at least three times a year. It monitors the controls that are in place to ensure the integrity of the financial information reported to Shareholders including its annual and interim reports, preliminary results' announcements and any other formal announcement relating to its financial performance.
The Company's remuneration committee comprises of the non-executive directors being Mr. Vladimir Dlouhy (Chair), Mr. T.L. Sankar, Mr. S.R. Iyer and Mr. Abhay Nalawade. The Remuneration Committee considers remuneration policy and the employment terms and remuneration of the executive directors and senior management.
The Company's nomination committee comprises of the non-executive directors being Mr. T.L. Sankar (Chair), Mr. S.R. Iyer and Mr. Vladimir Dlouhy. The Nomination Committee considers the structure, size and composition of the Board, retirements and appointments of additional and replacement directors, reviews succession plans for the Directors and makes recommendations to the Board on membership of the Board, its committees and other matters within its remit.
Share Dealing Code
The Company has adopted a share dealing code which is based on the Model Code for directors dealings contained in the Listing Rules.