CORPORATE GOVERNANCE AND DECISION MAKING PROCESS

CORPORATE GOVERNANCE STRUCTURE

Corporate Governance

Board of Directors
Shareholders

Various committees of Board of

Directors
 DECISION MAKING PROCESS

Decision making

Board meeting Shareholders meeting

Requisite Majority Unanimous Resolution Ordinary Resolution Special Resolution

(Majority of Directors) (All Directors) (More than 50%) (More than 75%)

`Board Meeting:
1. All Directors (including M.D and independent directors) will have one vote.
2. Requisite Majority – Vote cast in favour of resolution is more than the vote cast against the resolution
3. Unanimous- All Directors present at the meeting shall vote in favour of Resolution
Shareholders meeting:
1. Ordinary Resolution- Vote cast in favour of resolution is more than the vote cast against the resolution
2. Special Resolution - Vote cast in favour of resolution is three times more than the vote cast against the resolution
Method of voting: Normally first instance voting is taken based on show of hands
1. Voting by Show of Hands: one person has one vote. However, shareholders can demand for voting by poll (if they hold minimum 10% of
Voting power or shares with paid up value of more than Rs. 5 Lakh)
2. Voting by Poll: Each equity share has one vote and all shareholders need to submit ballot paper mentioning their decision either for or
against the resolution. After scrutinising, the chairman will declare the result.
SIGNIFICANT INFLUENCE OVER OTHER ENTITIES

Significant influence

Composition of Board of Directors Shareholding

If Majority of Directors are Common Holding <20% Holding >20%

Directors or Elected by holding Company

Considered as no
20% - 49% 50% >50%
influence unless
contraty is provided

Consolidation of
Significant Joint
accounts not Control
influence control
required

Consolidation of accounts required