NIL firmly believes in and has consistently practiced good corporate governance. The Company’s essential character is shaped by the values of transparency, professionalism and accountability. The Company is committed to attain the highest standard of corporate governance. The philosophy of the Company in relation to corporate governance is to ensure transparency in all its operations, make disclosures and enhance all stakeholders’ value within the framework of laws and regulations.
NIL is a public sector undertaking and all the directors are appointed by the Government of India. The Board has a mix of executive and non-executive Directors. The Articles of Association of the Company stipulates that the number of Directors shall not be less than five and not more than twenty five. Presently,NIL is having 11 Directors on its Board viz. C&MD, 4 whole time Executive Directors (Functional) and 6 Non-Executive Directors. The whole time Executive Directors (Functional) are reporting to the Chairman and Managing Director. Since the Government of India appoints the Directors of the Company, the company is constantly pursuing for appointment of requisite number of Independent/Non-official directors on the Board of the Company.
The meetings of the Board of Directors are generally held at the Company’s Registered Office in New Delhi. The Board meets at least once a quarter to review the quarterly performance and the financial results. The agenda for the meetings is prepared by the concerned officials, sponsored by the concerned Functional Directors and approved by C&MD. The Board papers are circulated to the Directors in advance. The members of the Board have access to all information and are free to recommend inclusion of any matter in the agenda for discussion. Senior executives are invited to attend the Board meetings and provide clarification as and when required. To enable better and more focused attention on the affairs of the Company, the Board delegates certain matters to Committees of the Board set up for the purpose. The Committees prepare the groundwork for decision-making and report at the subsequent Board meeting.
The Board of Directors have constituted various empowered committees of the Board such as Audit Committee, Remuneration Committee, Shareholders’/Investors’ Grievance Committee, Share Transfer Committee, HR Committee, CSR Committee, SD Committee, Empowered Sub-Committee, Sub-committee for Equity Participation in New Ventures by NIL, Risk Management Committee and Investment Committee in order to have faster and effective decision making process. Most of the committees have Independent Directors as members of the Committee. The Composition of the Committees is in line with the provisions of Listing Agreement, DPE Guidelines and other applicable Laws. The Minutes of these committees are placed before the Board for information.
For implementing the Corporate Governance practices, NIL has a well-defined policy framework consisting, inter-alia, of the following:-
- Code of Conduct for board members and senior management
- Code of conduct for prevention of insider trading
- Integrity Pact to enhance transparency in business
- Whistle blower policy
- Conduct discipline and appeal rules
- Policy on prevention and redressal of sexual harassment