Siemens Limited

7/29/2019 Siemens Limited

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INSTITUTE OF PROFESSIONAL EDUCATION

& RESEARCH

BUSINESS ENVIRONMENT

Assignment - 1

A report on Impact of Corporate Governance on the firm Siemens Ltd.


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Board Composition and diversity

The Managing Board

Whole Time Director and Corporate Management

Committees of Directors

Audit Committee Investors Grievance Committee

Yezdi H. Malegam Darius C. ShroffDeepak S. Parekh Pradip V. Nayak

KekiDadiseth Dr. Armin Bruck

Joe Kaeser /

Dr. Otmar Schmitt

Deepak S. Parekh Chairman

D. C. Shroff Director

Y. H. Malegam Director

N. J. Jhaveri Director

Prof. Dr. Hermann Requardt Director

K. Dadiseth Director

P. V. Nayak Director

J. Kaeser Director

Dr. Otmar Schmitt Director

Stephan Schneider Director

Wolfgang Dehen Director

Ajai Jain Corporate Secretary

Managing Board

Dr. Armin Bruck ManagingDirector and Chief Financial Officer

Sunil Mathur Executive Director and Chief Financial Officer


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Percentage of independent directors on board

During the year under the Board comprised of 11 expert (excluding Alternative Directors)

The Board has an optimum combination of Executive and Non-executive Directors, which is conformity with the requirement of clause 49

of the listing Agreement with Stock exchanges in this regard. The chairman of the board is a non-executive director and independent

Director. All Directors, except the Managing Director and special Director, are liable to retire by rotation.

The necessary disclosures regarding committee regarding committee positions have been made by all the Directors on the Board is a

member of more than 10 committee and Chairman of more than 5 committee across companies in which they are directors.

There is no relationship between the Directors.

Impact of Corporate Governance

Resolutions passed in the Board meeting

Financial Year Special Resolution Passed

2010-2011

Approving the issue and allotment of shares

consequent to amalgamation

SAGs Offer Period.

2009-10

No special resolution passed.

Remuneration Committee Corporate Governance Committee Investment Committee

Narendra J. Jhaveri (Chairman) Keki Dadiseth (Chairman) Deepak S. Parekh (Chairman)

Darius C. Shroff Deepak S. Parekh Yezdi H. Malegam

Deepak S. Parekh Yezdi H. Malegam Pradip V. Nayak Pradip V. Nayak Darius C. Shroff Joe Kaeser /

Joe Kaeser / Dr. Otmar Schmitt

Dr. Otmar Schmitt Sunil D. Mathur

Dr. Armin Bruck


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2008-09

(a) Approving payment of Directors

(b) Approving Siemens LimitedShare

Matching Plan (SMPScheme)

(c) Approving SMP Scheme to theemployees of Indian subsidiaries of the

Company

2007-08 Approving Amendment to the Articles of

Association of the Company

Siemens Internal Regulations.

Here are some of the resolutions passed by the company with respect corporate governance changes over the years.

During the last financial year no resolution was passed through Postal Ballot in accordance with Section 192A of the Companies 1956.

Share Prices Of the Firm

Year 2009:

Number of Shares held Shares

(Face Value of Rs.2 each) Number % of total

1-500 10,747,156 3.19

501-1000 5,577,256 1.66

1001-2000 7,047,203 2.09

2001-3000 5,361,173 1.59

3001-4000 4,497,151 1.33

4001-5000 2,777,186 0.82

5001-10000 6,845,127 2.03

10001 & above 294,307,948 87.29

Total 337,160,200 100


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Category % of total

Promoter and group co. 55.18

Public 15.74Banks and indian financial institutions 17.7

Mutual funds and Uti 4.75

FIIS 3.51

Bodies corporates 2.68

NRIs and OCBs 0.43

Directors and their Relatives 0.01

Total 100

Year 2010:

Number of Shares held Shares


1-500 9,052,804 2.69

501-1000 5,115,989 1.52

1001-2000 6,556,609 1.94

2001-3000 5,166,236 1.53

3001-4000 4,216,989 1.25

4001-5000 2,568,452 0.76

5001-10000 6,513,724 1.93

10001 & above 297,969,397 88.38

Total 337,160,200 100

55%

16%

18%

5% 3%

3%

0% 0%Promoter and group co.

Public

Banks and indian financial

institutions

Mutual funds and Uti

FIIS


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Category % of total

Promoter and group co. 55.18

Public 14.35

Banks and indian financial institutions 16.88


FIIS 4.14


NRIs and OCBs 0.37


Total 100

Year 2011:

Category % of total

Promoter and group co. 75

Public 11.49

Banks and indian financial institutions 5.24


FIIS 3.31


NRIs and OCBs 0.32


Total 100

55%

14%

17%

6%

4% 3% 1% 0%Promoter and group co.

Public


institutions


FIIS

Bodies corporates


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Number of Shares held Shares Column1


1-500 20,297,856 5.96

501-1000 8,032,591 2.36

1001-2000 5,366,400 1.58

2001-3000 2,815,628 0.83

3001-4000 1,727,292 0.51

4001-5000 1,031,880 0.3

5001-10000 3,450,403 1.01

10001 & above 297,572,850 87.45

Total 340,294,900 100

No. of shareholders as on 30th September 2011 2010 2009

145,191 162,135 193,342

The market price and volume ofthe Companys shares traded on BSE and NSE during each month of the last

Financial Year from 1st October, 2009 to 30th September, 2011:

Months/ Year BSE NSE

High Low Volume High Low Volume

October 2009 '605.00 ' 507.35 ' 1,911,939 ' 605.00 ' 506.10 9,438,437

November 2009 579.50 '486.20 1,877,318 580.00 485.30 8,092,545

December 2009 '588.80 '513.00 2,091,628 ' 598.00 ' 513.25 10,128,925

January 2010 677.50 '580.00 ' 3,010,371 ' 677.60 '577.50 12,760,247

February 2010 690.75 610.00 1,793,214 690.45 611.25 8,772,487

75%

12%

5% 3%3% 2%0% 0%

Promoter and group co.

Public


institutions



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March 2010 764.90 675.50 1,444,904 765.90 673.55 7,672,295

April 2010 762.50 687.15 1,231,402 762.10 695.10 7,222,541

May 2010 717.65 645.25 1,936,008 717.50 620.60 10,837,025

June 2010 745.00 667.10 1,193,616 746.90 667.55 7,366,376

July 2010 750.50 695.00 1,271,224 750.80 694.45 7,146,089

August 2010 726.25 677.15 1,074,904 726.70 680.00 6,503,630

September 2010 846.50 684.00 2,861,903 846.80 683.50 14,532,647

January 2011 884.95 690.05 2,903,351 884.60 690.65 11,951,785

Feb-11 865.00 835.25 2,580,733 862.80 835.50 8,991,600

March 2011 896.50 844.00 2,425,512 887.00 844.25 10,747,195

April 2011 901.00 804.15 3,400,741 900.05 804.00 17,195,151

May 2011 887.70 830.05 840,338 887.00 828.80 5,432,023

June 2011 902.80 832.00 688,754 904.70 828.20 2,754,109

July 2011 951.00 878.00 684,066 950.00 876.00 3,634,797

August 2011 928.95 840.05 323,987 929.50 840.00 2,640,239

September 2011 900.00 816.20 379,413 900.00 812.40 3,056,377

Financial Performance:

2010-2011 2009-10 Growth %

Turnover 119,419.05 93,152.41 28.20

Profit Before Tax 12,749.54 12,587.48 1.29

Less: Tax 4,295.28 4,315.36Net Profit After Tax 8,454.26 8,272.12 2.2

Balance of Profit and Loss account brought forward due to

the amalgamation of companies (24.10) 745.69

Post Amalgamation profit of SHDL for the period from October

2009 to sep 2010 55.14

Post Amalgamation loss of SHDL for the period from October

2009 to sep 2010 (net of tax of Rs. 71,663) -141.24

Amount available for appropriation 8,344.06 9,017.81 -7.47


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Appropriations:

General Reserve 1200 7,052.01

Proposed Dividend 2,041.77 1,685.80

Dividend Distribution Tax 331.23 279.99

Balance in Profit and loss account carried forward 4,771.06 -

Through this we can easily identify that how from past years the company has been showing a consistent

performance, as the net profit has also increased.

Corporate Social Responsibility:

Corporate Social Responsibility forms an integral part of the Companys corporate principles and business philosophy. As A company witha strong sense of values and commitment, Siemens believes that profitability must go hand in hand with A sense of responsibility towardsemployees, stakeholders And the society. The basic aim is to play a positive role Towards the advancement of the society. During the last

Fiscal, Siemens supported various social causes with active Participation from employees.

These initiations were taken in the year 2009:

1. Tsunami Rehabilitation


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Realizing the need for long-term rehabilitation for the Tsunami victims, Siemens along with the German Business Community joined handswith Srinivasan Services Trust, a reputed NGO and adopted 4 villages in the worst affected regions of Nagapattinam and Kanyakumari

districts. The rehabilitation plan covers fi ve areas, namely Healthcare, Housing, Education, providing livelihood opportunities and RuralDevelopment. After four years of initiating this program, all the activities are well under way. Each of the four medical and social centers inthe villages has one fulltime doctor, a nurse and an attendant with around 40- 50 patients visiting every day.

2. Seva Chakkara Ashrama, Chennai

Siemens has partnered with Seva Chakkara Orphanage, a registered NGO in Chennai, which houses 84 boys and girls from differentbackgrounds such as street children, children of single parent, etc. Led by the Siemens Information Processing Services Ltd. (SIPS), the

objective of this initiative is toprovide a normal childhood to the children. Associated with the project since two years, Siemens has adopted 15 children by taking overtheir education and boarding expenses. As part of these efforts, the company has also undertaken refurbishment work and up gradation ofinfrastructure such as painting of the building, refurbishment of the classrooms, washrooms, Kitchen renovations, setting a medical unit,

etc. The enthusiastic and involved employee volunteers of Siemens Chennai visit the Ashrama frequently and spend quality time with thechildren celebrating various festivals and picnics/outings with the children.

In the year 2010:The Corporate Social Responsibility (CSR) initiatives for this year they planned in a manner in order to be able to adopt the United NationsMillennium Development goals of Universal Education and a Sustainable Environment. As part of the CSR program, the focus ofinitiatives was on greater employee participation and sharing of expertise and contributions so as to assist the under privileged children intheir development and also garner their support in minimizing the impact caused to the environment.


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1. St. Catherines Home, Mumbai:The St. Catherines Home project is an effort by Siemens to address the issue of homeless and vulnerable street children and theCompany has been associated with St. Catherines Home, Bandra, Mumbai for the last seven years. The objective of doing this is tomake an attempt at providing a normal childhood to over 100 children who reside at St. Catherines. Siemens contributes towardsthe boarding, education and upgradation & refurbishment of infrastructure expenses of St. Cath erines Home on a yearly basis. We

also organized counseling sessions and recreation programs for the children with active participation from employee volunteers. Fora brighter future of the children, we also support the Educational Extension project of St. Catherines Home at Koperkhairane, NaviMumbai for St. Catherine of Siena School and Orphanage for children, post completion of their primary education.

2. Maa Gayatri School, Baroda:Siemens supported Maa Gayatri School, Baroda a primary Municipal school located near our Factory in Baroda, in upgrading the

school infrastructure and promoting primary education by creating an environment which is conducive to learning. This is inline

with the UN-Millennium Development Goals of which achieving universal primary education is an important goal.

3. Disaster Relief and Rehabilitation:Disaster Relief and Rehabilitation is an important part of the Siemens CSR program. This year our employees along with Red CrossSociety jointly distributed 200 family packs to the communities affected by Aila cyclone in West Bengal. For Haiti earthquake relieftoo Siemens employees came together as One Siemens and contributed a total of ` 134,253. In addition to the employeecontribution, Siemens Limited also contributed INR 10 lacs towards the rehabilitation of infrastructure projects and as support to set

up hospitals in Haiti through the German Red Cross. Further we also supported activities in Public Health Promotion and Water &Sanitation during the Leh flood through Oxfam India.

4. Green Initiatives:During the year, they also took their sustainability initiatives forward and demonstrated that they walk the talk when it comes togiving back to their environment. On World Environment Day, 8916 units of power were saved across various Siemens locations.

They also contributed to the reduction of our carbon footprint by 7 tonnes of CO2 within a single day. In addition all networkprinters were switched off and tree plantation was encouraged at St. Catherines Home. On World Earth Day, we renewed ourcommitment as co-activists to the planet by running a pan-organization initiative to save paper. With assistance from IT Helpdeskall network printers of 13 major locations were disconnected from the Siemens network across India for one day. Over 70% of thenetwork printers were disabled from printing. This one day activity saved nearly 75,000 papers.

In the year 2011:This time Corporate Social responsibility of Siemens ltd. got a renewed focus on sustainability, and also expanded its its scope withadditional economic, environmental and social dimensions. It was thus renamed as Corporate Citizenship. Through its Corporatecitizenship Initiatives that promotes Social Development by creating a viable future, Siemens ltd. strives to be an integral part of society.

Another significant development in the year was the increased utilization of Siemens technology and innovations in corporate citizenshipinitiatives.An environmental awareness programme for employees was organized at eight locations of the company in association with Greenpeace onthe occasion of World Earth Day. Among the activities was a session in making paper bags.

1. Sanjeevan mobile healthcare clinics:


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The Siemens mobile Healthcare clinic Sanjeevan embodies the Companys Corporate value system as it delivers a sustainable and self

sufficient solution to the local populations need for healthcare. The mobile clinics are aimed at extending the reach of quality and

affordable primary healthcare support across remote rural areas.

2. Education of under-privileged children at Gurgaon:

Under the Siemens caring hand initiative, Siemens ltd. provided funds for water purification facilities, books, stationary, and otherbasic utilities for six educational centers run by a charitable organization association of India Development in Gurgaon (AID).

Siemens Limited

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