Corporate Governance is a system by which Companies are controlled and directed in the best interest of their Stakeholders. The strong Corporate Governance is indispensable to resilient and vibrant capital markets and is an important instrument of investor protection. It is the blood that fills the veins of transparent corporate disclosure and high quality accounting practices. It is the muscle that moves a viable and accessible financial reporting structure.
Therefore, transparency and accountability are the two basic requirements of Corporate Governance. At Salora we strive to aim our actions to be governed by our values and principles in line with the provisions of the Act and the Regulations issued by the Government. Our code of Conduct is reflected in our continued commitments to ethical business practices across the Company,
Board Of Directors:
The Company’s policy towards the composition of the Board is to have an appropriate mix of Executive and Non- executive & Independent & women Directors to maintain the independence of the Board and to separate its functions of governance and management. The Company is having Four Non-Executive Directors out of which three are Independent in terms of Section 149 of the Companies Act, 2013, more than half of the total number of directors on the Board are Independent for providing better means to Corporate Governance norms as envisaged in Clause 49 of the Listing Agreement. None of the Directors on the Board is a member of more than 10 Committees and Chairman of more than 5 Committees as specified in Clause 49 of the Listing Agreement, across all the companies in which he/she is a director. The Directors have made the necessary disclosures regarding Committee positions. The functions, responsibility, role and accountability of the Board are well defined. The detailed reports of the company activities and performances are periodically placed before the Board for effective decision-making.
Board and its committee Meetings and procedures:
All material information is circulated to the Directors before the meeting or placed at the meeting, including information required to be made available to the Board under Clause 49 of the Listing Agreement with Stock Exchanges. The Company has established the procedures to enable the Board to periodically review compliance report of laws applicable to the Company.
Scheduling and Selection of Agenda items for Board Meetings
* Board materials Distributed in advance
Agenda and Notes on agenda are circulated to the all Directors, in advance, in the defined Agenda format. All material information is incorporated in the Notes on Agenda for facilitating meaningful and focused discussions at the meeting for taking proper decisions.
* Recording Minutes of proceedings at Board/Committee Meeting
The Company Secretary of the Company records the minutes of the proceedings of each Board and Committee meetings. Draft minutes are circulated to all the members of the board/ committee for their comments. The finalized minutes of proceedings of a meeting shall be entered in the Minutes Book within 30 days from the conclusion of that meeting and signed by the Chairman of the meeting or Chairman of the next meeting.