It is
assured that the data provided by you shall be used only for ascertaining and
evaluating Corporate Governance Practices of your company for ICSI National
Award for Excellence in Corporate Governance, 2004. The data furnished and the
identity of the respondent will be kept confidential. The decision of
Institute, based on the recommendations of the Jury, will be final and binding
on all participating companies.
1. Please fill in the
following questionnaire on the basis of the facts of your company.
2. All Questions carry Weightage. Please answer all questions. In case any
question is not applicable to your company, please tick the ‘not applicable’ or
write the same.
3. The Questionnaire
contains different type of questions viz.:
(a) Some questions
require specific information about the company e.g. Name, Address etc.
(b) Some questions
are of Yes/No category, where only one option can be selected e.g. Is Audit
Committee headed by a Non-Executive director?
Yes
(c) Some questions
allow the selection of more than one option e.g.
Which of the following Board committees exist
in the company?
Audit
Committee
Shareholder
Grievance Committee
Remuneration
Committee
Nomination
Committee
Any
Committee of the Board other than those specified above
4. Please make tick mark
in check boxes for selection of options.
5. Please use extra
sheets for answering any question, if needed. Also mention the question number
in additional sheets.
Note 1 : Questionnaire
can also be downloaded from the website of the Institute www.icsi.edu.
Note 2 : Please
furnish the details as required in respective questions to enable the correct
evaluation of the company.
Note 3 : Wherever a copy
of any document is required in the Questionnaire, please ensure that same is
forwarded along with the Questionnaire.
Note 4 : The information provided
in the Questionnaire should relate to financial year 2003- 04.
Note 5 : The
duly filled-in Questionnaire should reach the Institute on or before October
10, 2004. In case of any difficulty in filling the Questionnaire, please
email your query to the Institute at cga@icsi.edu or contact the Institute at
the following address:
Shri B. K. Kulkarni, Director (Academics)
The
ICSI House, 22,
Institutional Area,
New Delhi-110003
Phones : 011-24617321-24,
51504444, 24604755(D)
E-mail : dbkk@icsi.edu
QUESTIONNAIRE FOR
ICSI CORPORATE
GOVERNANCE AWARD, 2004
(1) Name of the Company:
(2) Year of
Incorporation:
(3) Registration No.:
(4) Unique Identification
Number (obtained from SEBI):
(5) Industry to which the
company belongs:
Banking Cement Engineering
IT Steel
Pharmaceuticals
Telecommunications Petroleum
Power
Entertainment Petrochemicals Financial
Services
Diversified Any other, Please specify __________
(6) Sector to which the
company belongs (Please tick the relevant)
Public
Sector Private Sector
(7) Please specify
whether the company is listed or not?
Yes No
If yes, please indicate listing on Stock Exchange(s) and
Stock Code(s)
BSE ________________
NSE ________________
Foreign
Stock Exchange ______________
Any other
Stock Exchange ________________
(8) Correspondence
Address
(a) Corporate
Office Address:
Telephone No. Fax
No.
E-mail Website
(b) Registered
Office Address:
Telephone No. Fax
No. E-mail
(c) Investor
Service Centre Address:
Telephone No. Fax No. E-mail
(d) Chairperson/CMD:
Name:
Address:
Telephone: Fax No. E-mail
(e) Managing
Director/CEO:
Name:
Address:
Telephone: Fax No. E-mail
(f) Company
Secretary:
Name:
Membership No.:
Address:
Telephone: Fax No. E-mail
(g) Compliance
Officer; if other than Company Secretary:
Name:
Address:
Telephone: Fax No. E-mail
(h) Chief Finance
Officer (as designated by the company):
Name:
Address:
Telephone: Fax No. E-mail
(i) Practising Company Secretary:
Name:
Address:
Telephone: Fax No. E-mail
(j) Auditor:
Name:
Address:
Telephone: Fax No. E-mail
(k) Internal
Auditor (s):
Name:
Address:
Telephone: Fax No. E-mail
II
BOARD
1. Is the Chairman an
Executive Chairman?
If Chairman is Executive, please indicate the following
details
(a) Does 50% or
more of the Board consist of Independent directors?
If Chairman is Non-Executive, please indicate the
following details
(b) Does 1/3rd of
Board consist of Independent directors?
Yes No
2. Please indicate the
proportion of independent directors to total number of directors
Upto 49% 50-59%
60-69% 70-79%
80-89% 90% and above
3. Does the company send
regular communications to the Independent Directors for updating them on all
business related issues?
Yes No
4. Does the company organise programme/talks/training
for Independent Directors in matters relating to Corporate Governance?
Yes No
III BOARD SYSTEMS AND PROCEDURES
A. BOARD
1. Please specify, if following were normally circulated to the Board members
in respect of Board/Committee meetings.
Only
Notice
Only
Agenda
Agenda
alongwith all relevant information
2. Agenda and relevant
information on items to be discussed and decided in the Board meetings were
normally circulated to the members of the Board.
Over a fortnight in advance of the meeting
A week before the meeting
Less
than one week before the meeting
Just before start of meeting
3. Was the interval
between any of the two Board meetings more than 120 days on any occasion?
Yes
No
4. Details of Attendance
in Board Meetings regarding Directors
|
Date of Board Meeting |
Total No. of Directors
on the Board (including Independent Directors) on the date of meeting |
Total No. of
Independent Directors on the Board on the date of the meeting |
No. of Directors who
attended the meeting (including Independent Directors) |
No. of Independent Directors who attended the
meeting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5. Please specify whether any director of the
company was re-appointed even if he/she remained absent in fifty percent or
more of the Board meetings held during the relevant financial year
Yes No
If yes, please mention the reasons for his/her
absence.
Abroad Illness Others
Was an alternate director appointed in his/her place? Yes No
6. Who is the compliance
officer of the company?
Company
Secretary
Any other official
with CS Qualification
Any other official without CS Qualification
(Please specify designation and qualifications)
7. Is the Board informed
of the statutory compliances of the various laws applicable to the company at
its meeting by way of tabling statutory compliance certificate(s)?
Yes No
If yes who signs that certificate(s)?
(Give Name and Designation and enclose copy of the
certificate)
8. Is there any written
Code of Conduct?
For Directors Other
senior managerial persons For
Employees
Yes Yes Yes
No No No
(if yes, please provide us with
a copy of each)
9. Does the company have
a written Code of Corporate Governance?
Yes No
(if yes, please provide us with
a copy of the Code)
10. Does the company have
Personnel Policy made known to its employees?
Yes No
(if yes, please provide us with
a copy of the Policy)
11. Does the company have
a Whistle Blower Policy?
Yes No
(if yes, please provide us with
a copy of the Policy)
12. Is there any written
policy for Succession Planning at senior levels of management just below the
Board Level?
Yes No
13. Please specify
whether the company has undertaken Secretarial Audit other than SEBI Audit for
reconciliation of capital?
Yes No
(if yes, please provide us with
a copy of the Secretarial Audit Reports)
14. Please specify
whether the company has obtained Compliance Certificate from Practising Company Secretary under the Companies Act, 1956?
Yes No
(if yes, please provide us with
a copy of the Certificate)
15. Which of the
following information is supplied to the Board:
(In case any item is not applicable then please write
N.A. in front of that item)
annual operating
plans and budgets, capital budgets, uptdates;
quarterly results of the company and its operating divisions
or business segments;
minutes of meetings of audit, compensation, nomination,
investors grievance and investment committees as well as abstracts of circular
resolutions passed;
general
notices of interest;
declaration of dividend;
information on recruitment and remuneration of senior
officers just below the board level including appointment or removal of CFO and
company secretary;
materially important litigations, show cause, demand,
prosecution and penalty notices;
fatal or serious accidents or dangerous occurrences, any
material effluent or pollution problems;
any materially relevant default in financial obligations to
and by the company or substantial non-payment for goods sold by the company;
any issue, which involves possible public or product
liability claims of a substantial nature;
details
of any joint venture or collaboration agreement;
transactions that involve substantial payment towards
goodwill, brand equity or intellectual property;
significant development on the human resources front;
sale of material nature, of investments, subsidiaries,
assets, which is not in the normal course of business;
details
of foreign exchange exposure and the steps taken by management to limit the
risks of adverse exchange rate movement;
non-compliance of any listing requirement and/or deficiency
in shareholder services such as non-payment of dividend on time or
delays in share transfer etc.
16. Does the company have
any appraisal mechanism for reviewing effectiveness of the Board of Directors?
Yes No
If yes, please provide the details
_______________________________________
B. BOARD
COMMITTEES
1. Which of the
following Board committees exist in the company?
Audit
Committee
Shareholder
Grievance Committee
Remuneration
Committee
Nomination
Committee
Any
Committee other than those specified above.
2. Is the Chairperson of
all mandatory Board committees an independent non-executive director?
Yes No
C. AUDIT
COMMITTEE
1. Does the
internal auditor directly report to the Audit Committee?
Yes No
2. Was the Chairperson
of the Audit Committee present in the Annual General Meeting of relevant
financial year?
Yes No
3. Is there at least one
financial expert in the Audit Committee?
Yes No
If yes, please give name, designation and qualification ___________________________
4. Please provide
details of attendance at Audit Committee Meetings
|
Date of Meeting |
Total number of Committee members on the date
of meeting |
No. of members who attended meeting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Does the company have
Shareholders Grievance Committee?
Yes No
2. Was the chairperson
of the Shareholders Grievance Committee present in the Annual General Meeting
of relevant financial year?
Yes No
3. Please indicate the
following details regarding Shareholder complaints during the relevant
financial year.
Number
of Shareholders as on _______ (date)
Complaints
pending in beginning of the year _______________
Complaints
received during the year _______________________
Complaints
resolved during the year________________________
Complaints
pending at the end of the year__________________
1. Which of the following
disclosures (as per clause 49 of the listing agreement) were made to the
shareholders in the annual report? (Please tick the relevant disclosure)
(In case any item is not applicable then please write
N.A. in front of that item)
Date, time
and venue of AGM
Financial
Calendar
Dates
of Book Closures
Dividends
payment date
Listing
on Stock Exchanges
Stock
Code
Market
Price Data for each Month of last financial year
Performance
in comparison to broad based indices
Registrar
and Transfer Agent – Address, Phone, Fax, e-mail
Share
transfer system/ Dematerialisation and liquidity
Distribution
of Shareholding
Categories
of Shareholding as per the format prescribed in clause 35 of the listing
agreement.
Top
ten shareholders of the Company
Change
in Equity Capital during the financial year
Outstanding
GDRS/ADR/Warrants
Convertibles,
conversion date and likely impact on Equity
Plant
location
Address
for correspondence
General
Body Meetings
Details
of last three AGMs-Date, time and place
Special
Resolutions put through postal Ballot in the last financial year and details of
voting pattern
Material
and financial transactions by Management where they have personal interest that
may have potential conflict with the interest of the company
Non-compliance
by company or penalties imposed or/and strictures passed on the company by the
stock exchange/SEBI/Statutory Authorities on any matter during the last three
financial years.
Industry
Structure and Developments
Opportunities
and Threats
Outlook
Material
Developments in Human Resources and Industrial Relations front, including
number of people employed
Risks
and Concerns
Internal
Control and their adequacies
Discussion
of Financial performance with respect to operational performance
Product disclosure about segment-wise information-financial as
well as operating details.
Details
on developments like R&D, restructuring
Reporting
on conciliation of accounts with GAAP (if applicable) or other Indian accounting
standards
Means
of communication adopted by the company and particularly whether the company
maintains website to keep the shareholders informed of important financial and
operational details
Name,
address and contact number of compliance officer
2. Which of the
following elements of remuneration package of Board members were disclosed in
the Annual Report?
All
elements of Salary, Benefits, Bonus, Pension (i.e. variable and not performance
linked)
Details
of fixed component and performance linked incentive along with performance
criteria
Service
contracts, notice period severance fees
Stock
option details e.g. whether issued at discount, period over which accrued and
over which exercisable Not Applicable.
3. Were the shareholders
provided with the following information relating to directors proposed to be
appointed/re-appointed?
(In case any item is not applicable then please write
N.A. in front of that item)
Brief
Resume of the person
Nature
of expertise in specific functional area
Names
of companies in which he holds directorship and committees membership.
4. Did the Company
purchase / sell goods / materials or services to directors, their relatives,
promoters, subsidiaries, associates etc., at less than prevailing market prices
or allowed credit terms to them not in conformity with prevailing market
practices?
Yes No Not Applicable
5. Did the Company make
disclosure in the annual report about related party transactions including
subsidiaries and associated companies?
Yes No Not Applicable
6. Does the company
follow the Secretarial Standards issued by the ICSI?
Yes No
If yes, please specify whether the same has been
mentioned in the annual report?
Yes No
7. Does the company
follow the Accounting Standards issued by the ICAI?
Yes No
8. Does the company
follow the Cost Accounting Standards issued by the ICWAI?
Yes No Not Applicable
9. Was there any adverse
remarks made in the Auditor Report in respect of financial /cost audit ?
Yes No
10. Have the disclosures
been made in the Annual Report regarding cases in Debt Recovery Tribunal or
courts or any proceedings under the Securitisation
Act?
Yes No Not Applicable
11. When the information
is provided in real time by the company i.e. price sensitive information to be
made available to stock exchanges on real time basis, on company’s website or
EDIFAR website. What is the actual time taken?
Less than
15 minutes of the conclusion of the Board meeting
One
day or more after the conclusion of the Board meeting
12. Is the data of
company uploaded and upgraded at the website of EDIFAR?
Yes No
13. Has the company
presented the results of its financial performance and the management’s
analysis on its website?
Yes No
V CONSISTENT SHAREHOLDERS VALUE ENHANCEMENT
1. Has
there been a consistent growth in the networth of the
company during the last three years?
Yes No
If yes, please provide details
|
Year |
% of Networth |
|
2001-02 |
|
|
2002-03 |
|
|
2003-04 |
|
2. Has the company
paid dividend in any of the previous three financial years?
Yes No
If yes, please provide details
|
Year |
% of Dividend |
|
2001-02 |
|
|
2002-03 |
|
|
2003-04 |
|
3. Has the company
issued any bonus shares in any of the previous three financial years?
Yes No
If yes, please provide details
|
Year |
% of Bonus Shares |
|
2001-02 |
|
|
2002-03 |
|
|
2003-04 |
|
4. Does the company send
periodic reminders to shareholders who have not encashed
their dividend?
Yes No
VI STAKEHOLDERS VALUE ENHANCEMENT
1. Did the Company repay
the matured deposit/principal and interest on debentures/deposits in time?
Yes No Not Applicable
2. Did the Company send
periodic reminders to depositholders / debentureholders who have not encashed
their interest warrants?
Yes No
3. Does
the company have any policy for healthy supply chain management?
Yes No
4. Does
the company have a Purchase Policy made known to its vendors?
Yes No
(If yes, please provide us with a
copy of the Policy)
5. Were
the vendors of the company paid on time?
Yes No
6. Were
the lenders of the company, including banks paid on time?
Yes No
7. Is
there any policy to encourage workers participation in the decision-making
process?
Yes No
8. Does
the company organize skill-enhancing programme for
its employees?
Yes No
VII CORPORATE SOCIAL RESPONSIBILITY
1. Does the company
conduct Social Audit?
Yes No
2. Does the company have
policy on Corporate Social Responsibility?
Yes No
(If
yes, please provide us with a copy of the policy)
3. Has the Company
developed the surrounding areas of its project sites and has the local citizens
benefited from the project location?
Yes No
If yes, describe the contribution made by the Company
in improving the infrastructural facilities around its project site?
4. Did the Company undertake afforestation
and plantation of trees?
Yes No
If yes, mention the schemes undertaken to protect and promote
the environment?
5. Does the Company have mechanism to prevent
employment of child labour in its plants or that of
the contractors?
Yes No
6. Do the employees and their immediate family
members take part in the community welfare initiatives of the Company?
Yes No
(If yes, describe the initiative undertaken)
VIII OTHER GOOD CORPORATE GOVERNANCE
INITIATIVES/RECOGNITIONS
1. Please provide the
Vision and
2. Has the company won
any award for Corporate Governance?
Yes No
If yes, please give the name of the award
3. Has the company
received any award any award or recognition in any of the following areas?
Safety
Environment
Quality
Human
resource
Finance
Others (please specify)
4. Any other information
relating to good corporate governance which the Company deems fit to be
considered.