REPORT ON CORPORATE GOVERNANCE FOR THE YEAR ENDED
MARCH 31, 2007
I. Company's Philosophy on Corporate Governance : Company's philosophy on Corporate Governance is to attain highest levels of integrity, transparency, accountability and equity, in all facets of its operations and its dealings with shareholders, employees, clients, customers, lenders, regulatory and government agencies. It lays emphasis on fairness, full disclosures and meticulous compliance of regulatory provisions.
II. Board of Directors : The Board of Directors of Company consists of Eight Directors. Five meetings of the Board were held during the financial year on 18.04.2006, 08.05.2006, 17.07.2006, 14.10.2006 & 11.01.2007.
| Sr. No. |
Name of the Director |
No. of BODs attended |
Member on the other Boards |
Fees(Rs.) |
| 1. |
Mr. O.P. Bhatt, Chairman |
2 |
34 |
- |
| 2. |
Mr. A.K. Purwar, Chairman |
2 |
34 |
- |
| 3. |
Mr. Y. Vijayanand, Director |
2 |
15 |
- |
| 4. |
Mr. S.K. Hariharan, Director |
2 |
16 |
- |
| 5. |
Mr. V.K. Gupta, Director |
3 |
1 |
- |
| 6. |
Mr. S.V.G. Nandgopal, Director |
1 |
1 |
- |
| 7. |
Mr. P. Rudran, Director |
2 |
1 |
- |
| 8. |
Mr. R. Venkataramani, Director |
4 |
- |
- |
| 9. |
Mr. S.K. Singh, Director |
4 |
- |
- |
| 10. |
Mr. B.K. Vatsaraj, Director |
5 |
- |
Rs.25,000/- |
| 11. |
Mr. Ashwin Ankhad, Director |
1 |
- |
Rs.5000/- |
| 12. |
Mr. D.S. Das, (Managing Director & CEO from 04.12.2006) |
1 |
- |
- |
| 13. |
Mr. D.K. Jain, (Managing Director & CEO upto 16.11.2006) |
4 |
- |
- |
|
|
III. Changes in the composition of the Board of Directors since last report :
- Mr. A.K. Purwar relinquished office as Chairman on May 31, 2006 following his retirement from State Bank of India.
- Mr. S.K. Hariharan, Ex-Dy. Managing Director & GE (A&S), relinquished office as Director on October 14, 2006 following his change in areas of responsibilities.
- Mr. V.K. Gupta, Director, relinquished office as Director on October 14, 2006 following his change in areas of responsibilities.
- Mr. P. Rudran, Director, relinquished office as Director on October 14, 2006 following his change in areas of responsibilities.
- Mr. D.K. Jain, Ex-Managing Director & CEO, relinquished office as Managing Director & CEO on November 15, 2006 following his change in areas of responsibilities.
IV.Committee of Directors : Consists of the following members, who meet at regular intervals. Policy formulation, setting up of goals and evaluation of performance and control functions vest with the Board while the Committee oversees operational issues. The Committee met 3 times during the year on June 21, 2006, September 26, 2006 & January 29, 2007.
| Sr. No. |
Name of the Director |
No. of CODs attended |
Fees(Rs.) |
| 1. |
Mr. Y. Vijayanand, Director |
2 |
- |
| 2. |
Mr. S.K. Hariharan, Director |
1 |
- |
| 3. |
Mr. B.K. Vatsaraj, Director |
3 |
Rs.10,500/- |
| 4. |
Mr. Ashwin Ankhad, Director |
1 |
Rs.3,500/- |
| 5. |
Mr. R. Venkataramani, Director |
1 |
- |
| 6. |
Mr. S.V.G. Nandgopal, Director |
1 |
- |
| 7. |
Mr. D.S. Das, (Managing Director & CEO) |
1 |
- |
| 8. |
Mr. D.K. Jain, (Managing Director & CEO) |
2 |
- |
|
|
V. Audit Committee: Reviews reports of the internal audit, meets statutory auditors as and when required and discusses their findings, suggestions, internal control systems, scope of audit, observations of auditors and other related matters. It also reviews major accounting policies followed by the Company.
VI. Composition : Presently, the Committee consists of 3 directors and is Chaired by MrB.K. Vatsaraj, Independent Director. The Audit Committee met three times during the year i.e. on 17.04.2006, 14.10.2006 & 09.01.2007.
| Sr. No. |
Name of the Director |
No. of ACB's attended |
Fees(Rs.) |
| 1. |
Mr. Y. Vijayanand, Director |
2 |
- |
| 2. |
Mr. V.K. Gupta, Director |
1 |
- |
| 3. |
Mr. P. Rudran, Director |
1 |
- |
| 4. |
Mr. B.K. Vatsaraj, Director |
3 |
Rs.10,500/- |
| 5. |
Mr. Ashwin Ankhad, Director |
1 |
Rs.3,500/- |
|
|
VII. Shareholders Grievance Committee: Has been constituted to look into the redressal of investors complaints like non-receipt of Balance Sheet, non-receipt of declared dividends or any other matter relating to investors grievance.
VIII. Composition :
The Committee consists of two Directors namely :
-
Shri. B.K. Vatsaraj - Independent Director
-
Shri. R. Venkataramani - Nominee Director, Union Bank of India
IX. Code of Conduct :
Board has laid down a code of conduct for all Board Members and Senior Management of the Company. The code of conduct is available on the website of the Company - www.sbifactors.com. All Board members and Senior Management personnel have affirmed compliance with the code of conduct.
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