Essar Ports | Board Committees

Our Board is central to our corporate governance framework and is supported by a number of committees to which certain board responsibilities have been delegated. The committees, in turn, formally report to the Board to ensure it remains fully updated about the activities.

The Board’s principal committees include the audit committee, nominations and remuneration committee, stakeholder and relationship committee, and CSR committee, with formally delegated duties and responsibilities, and terms of reference. From time to time, the Board may set up additional committees to consider specific issues when the need arises. The company secretary provides support for the Board’s principal committees.

The corporate governance framework promotes prudent and sound management in the long-term interest of the company and its shareholders. It is effective in promoting compliance of applicable corporate governance principles and standards.

Audit
Nomination and Remuneration
Stakeholder Relationship
CSR

The primary role of the audit committee is to ensure integrity of financial reporting and audit process, and to ensure robustness of the internal control and risk management systems.

The terms of reference of the audit committee includes:

Recommend appointment, remuneration and terms of appointment of auditors of the company;
Review and monitor the auditor’s independence and, performance and effectiveness of audit process;
Examine the financial statements and the auditor’s report thereon;
Approve any subsequent modification of transactions of the company with related parties;
Scrutinize inter corporate loans and investments;
Value undertakings or assets of the company, wherever it is necessary;
Evaluate internal financial controls and risk management systems;
Monitor the end use of funds raised through public offers and related matters; and
Other matters as may be prescribed from time to time in the Companies Act, 2013 and rules made thereunder.

The terms of reference of the committee include:

The committee shall identify persons who are qualified to become directors and who may be appointed to senior management in accordance with the criteria laid down, and recommend to the board their appointment and removal
The committee shall specify the manner for effective evaluation of performance of board, its committees and individual directors to be carried out
The nomination and remuneration committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director, and recommend to the board a policy relating to the remuneration for the directors, key managerial personnel and other employees.
The nomination and remuneration committee shall, while formulating the policy ensure:
- The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;
- Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
- Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

As per the provisions of the Companies Act 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Board of Directors of every company having more than one thousand shareholders, debenture-holders, deposit-holders and any other security holders at any time during a financial year, shall constitute a stakeholder relationship committee consisting of a chairperson who shall be a non-executive director and such other members as may be decided by the board.

Since the company has more than one thousand shareholders, the company has constituted the stakeholder relationship committee with executive, non-executive and independent directors as the members of the committee.

The stakeholder relationship committee considers and resolves the grievances of security holders of the company in close coordination with the company secretary.

As per section 135 of the Companies Act 2013, the company is mandated to constitute a corporate social responsibility (CSR) committee consisting of atleast three directors with atleast one independent director. Therefore, the company has duly constituted its CSR committee.

The company has enacted CSR policy. The vision of CSR policy is to empower the communities around our areas of operation towards development that is collaborative, progressive, inclusive and sustainable through optimal realization of human potential and responsible utilization of resources.

The company undertakes various CSR initiatives in close coordination with Essar Group Foundation. The Essar Group Foundation is the CSR arm of the Essar Group that is committed to maintaining the highest standards of CSR in its business activities and aims to make a difference wherever it operates. The Essar Foundation collaborates with key stakeholders, especially the local administration and institutions to facilitate development focused on education, livelihoods, women’s empowerment and health. It aspires to create lasting impacts, ultimately leading to positive change and sustainability. The Essar Foundation follows the 10 principles of the United Nations Global Compact (UNGC), undertakes interventions in line with the UN Millennium Development Goals within the framework of the Companies Act, 2013. It has impacted more than a million lives positively up to now across 500 villages in eight states of India.