The Board of Directors has delegated certain important areas to Board Committees. These are as under:
Risk & Audit Committee
The Risk & Audit Committee of CG comprises five Directors, all being Non-Executive Directors, four of whom are independent. The composition is as under :
- Dr Omkar Goswami (Chairman, Independent Director),
- Mr Satya Pal Talwar (Independent Director),
- Mr Sanjay Labroo (Independent Director),
- Mr Gautam Thapar (Non-Executive Director),
- Mr Suresh Prabhu (Independent Director),
CG's Risk & Audit Committee has a well established "terms of reference", which articulates the role of the Risk & Audit Committee in CG. The Risk & Audit Committee monitors the integrity of the financial information provided by the Company, by reviewing the relevance and consistency of the Accounting Standards deployed by the Company. The Committee recommends the independent registered accounting firm as external auditors, and approves all related fees as well as compensation and reviews their selection with the Board. The Committee also reviews the risk exposures of the Company with respect to its business areas, operations as well as financials, and validates the adequacy of insurance cover and other risk mitigation measures undertaken by CG`s businesses. It ensures that the CG`s risk management mechanisms and responses provide an evaluation of the most relevant risks, relative to its strategy and corporate objectives.
On a periodic basis, the risks associated with the various dimensions of CG`s businesses - operations, financial, insurance, advance licences, spurious goods, information security, record management systems, brand risks and Directors/Officers liabilities are comprehensively evaluated. Each business has a cross functional risk management team, which is further strengthened by CG`s Corporate Risk Management Department which also takes an active interest in the risk mitigation domain, to ensure that risk management remains a priority area for the businesses, and their on-going sustainability.
Risk management at CG, is rapidly moving towards an approach, which is integrated with the business planning methodology. It is felt that this approach will yield more structured outcomes with respect to the impact of risks at the macro, as well as within the internal environment of the Company and their co-relation with business plans and goals
CG has an independent internal audit function with resources and skills aligned with the Company`s size, nature and complexity of businesses. As a progressive Corporate Governance practice and to provide greater independence to the Internal Audit function, the Head of the Internal Audit reports directly to the CEO & Managing Director
At each Board Meeting, the Chairman of the Risk & Audit Committee briefs the Board of Directors on the discussions at the Risk & Audit Committee Meeting, and the Minutes of these meetings are also circulated to all Members of the Board.
Although not mandatory in terms of the Listing Agreements of India, CG has a Remuneration Committee comprising three Non-Executive Directors, of which two, including the Chairman, are independent. Presently, the Committee comprises:
- Mr Sanjay Labroo (Chairman, Independent Director),
- Dr Omkar Goswami (Independent Director),
- Mr Gautam Thapar (Non-Executive Director).
The Committee reviews the remuneration paid to the Managing Director. The Committee also reviews the Company`s HR processes related to talent management, recruitment, employee engagement, performance management and the overall compensation philosophy.
Shareholders / Investor Grievances Committee
The Committee comprises Mr Gautam Thapar (Chairman) Mr L Demortier (CEO and Managing Director) and Mr SP Talwar (Director). Mr W Henriques, the Company Secretary, has been designated by the Board as the Compliance Officer.
The Committee reviews the redressal of investors` complaints related to transfers and transmissions, annual reports, dividends and other share related matters; the periodicity and effectiveness of the share transfer process, regulatory certifications, depository related issues and activities of the Registrar and Transfer Agent. In addition to a review by this Committee, the Company continues its existing practice of reporting to the Directors at each Board Meeting, the number and category of shareholder complaints received and the status of their resolution. The Company enjoys an extremely high level of investor satisfaction, which is reflected in the very insignificant number of investor complaints.