Ongc Corporate Governence

bodily governing body bodied Governance is a reproval of the familiaritys culture, their relationship with stakeholders and commitment to values. ONGC has a pioneer in benchmarking its corporate nerve uses with the best in the world. ONGC incorporated Governance ism is based on the following principles- Achieving high level of transpargonncy, openness and duty and fairness in in all(prenominal) aras of operation. Promoting ethical conduct throughout the geological formation with primary objective of enhancing shareholders value.Sound system of intrinsic direct to mitigate the risks. Compliance of law, rules and regulation in true letter and spirit. strong-minded verification of the companys financial reporting Strategic oversight by the venire of directors of appropriate composition, size, varied experience and commitment to doze off their responsibilities. Timely and balanced disclosure of all material information to all Stakeholders. Protection of the interest of all Stakeholders In recognition of excellence in corporate governance, the following awards have been conferred on ONGC I.SCOPE Meritorious Award for Corporate Governance 2006-07 received II. ICSI guinea pig Award for Excellence in Corporate Governance 2003 III. chromatic Peacock Global Award for Corporate Governance in Emerging Economics 2005, 2007 and 2008 by World Council, U. K IV. Golden Peacock Award foe Excellence in Corporate governance by the Institute of Directors in the years 2002, 2005 and 2006. The company is managed by the notice of Directors which explicates strategies, policies and criticisms its performance.The board of Directors has an adequate combination of Functional and Non-Executive Director. The company has a practice of periodic retreats where all the members of the get on with and senior officials of the Ministry of Petroleum & Natural suck discuss issues of Corporate Strategy and Policy. The company being a PSU, all Directors are appointed/ Nomina ted by the President of India. progress / delegacy group meetings and Procedures 1. Institutionalized decision making make for 2. Scheduling and selection of agenda items for card/ commissioning Meetings 3.Recording minutes of proceedings at the table Meeting 4. Follow up mechanism 5. Compliance 6. Training and evaluation of non-executive age members To have the benefit of cumulative knowledge and experience of the ONGC family, an assembly of the yesteryear and present members of the erstwhile Oil & Natural Gas Commission and Board is organized every year. The key Executives in-charge of Assets, Basins, Services and Institutes meet periodically with CMD and the operative Directors to review performance and to formulate future plans.The company has the following citizens committees of the board Audit & ethical motive Committee The role of audit & ethics committee includes the following i. Oversight of the companys financial reporting process and the disclosure of its financia l information to ensure that the financial statement is remunerate , sufficient and credible. ii. Recommending to the board, the appointment, re-appointment and if required , the replacement or removal of the statutory attendee and the fixation of audition fees. ii. Approval of buckle underment to statutory auditors for any run rendered by the statutory auditors. iv. Reviewing with the counseling , the statement of uses / application of funds raised(a) through an issue, the statement funds utilized for purposes other than those stated in the offer document and the report submitted by the observe agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps. v.Reviewing with the management performance of statutory and internal auditors adequacy of the internal control systems. vi. Reviewing with the management, the quarterly financial statement forwards submission to the board of approval. vii. Reviewing the adequacy of internal audit function viii. reciprocation with internal auditors any significant findings and follow up there on. ix. countersign with the auditory before the audit commences about the nature and scope of audit. x. To review the functioning of the whistle blower mechanism. Remuneration CommitteeONGC being a Government Company, appointed and legal injury and condition of remuneration of Executive Directors are determined by the Government through administrative ministry, the Ministry of Petroleum & National Gas. Non Executive Part time official Directors do not arrive at any remuneration. Shareholders/ Investors Grievance Committee The Shareholders/ Investors Grievances committee specifically looks into redressing of Shareholders and investors complaints pertaining to transfer of shares, non receipt of annual reports, dividend payments and other various reports.The committee also monitors implementation and compliance of companys calculate of conduct for insider trading in ONGCs securities. Human Resource management Committee The term of reference include consideration of all issues concerning gentle resource planning and management, HR policies and initiatives and promotion. Project Appraisal Committee It examines and makes recommendations to the Board on projects or Capital investment. Health, Safety and Environment Committee The wrong of reference includes review of policy, processes and systems on Safety, Health, Environment and Ecology aspects.Financial Management Committee The committee looks upon the matters pertaining to Budget, Delegation of power mercenary issues, Forex and Treasury Management, Capital structure, go forth of Securities, Short and long term loans periodical performance review of subsidiaries. aside from the above committees, the Board from time to time, constitutes Functional committee with specific terms of reference as it may be fit. Meeting of such committees are held as and when the need for d iscussing the matter concerning the purpose arises.Time schedule for holding the meetings of such committees are finalized in consultation with the committee members. Code of Conduct for Members of the Board and Senior Management The Company is committed to conducting business in consonance with the highest standards of business ethics and complying with applicable laws, rules and regulations. A cipher of conduct, evolved in song with the industry practices was adopted by the board on the recommendations of Audit and Ethics committee. All members of the board and senior management have compliance with the code of conduct for the year.Subsidiary Monitoring Framework All subsidiaries of the company are Board managed with their boards having their rights and obligations to manage such companies in the best interest of their stakeholders. As a majority shareholder, the company nominates its representatives on the boards of subsidiary company and monitors the performance of company pe riodically. Disclosures The Company has not entered into any material financial or commercial transactions with the Directors or the Management or their relatives or the companies and firms, etc. in which they are either directly or through their relatives interested as Directors and/or Partners except with certain PSUs, where the Directors are Directors without the required shareholdings. The company has compiled with applicable rules and the requirement of regulatory authorities on capital market and no penalties or strictures were imposed on the company. Means of Communication Quarterly or Annual results News release, Presentation Website Annual Report Guidelines on Corporate Governance by DPE No Presidential Directive has been issued during 2008-09 and the last terzetto years.No items of expenditure have been debited in books of accounts, which are not for the purpose of business. No expenses, which are personal in nature, have been incurred for the Board of Directors and top m anagement. The administrative and office expenses were 3. 79% of total expenses during 2008- 09 as against 5. 45% during the previous year. The reduction in 2008-09 is on account of reversal in 2008-09 of excess pay revision arrear provided during 2007- 08 and also provision of additional gratuity in 2007-08 out-of-pocket to increase in the maximum amount of gratuity to Rs. 10 hundred thousand from Rs. 3. 5 Lakh.