Suggestions are invited on the draft Questionnaire for the ... · PDF file1.15 Does the...

Suggestions are invited on the draft

Questionnaire for the

16th ICSI NATIONAL AWARDS FOR EXCELLENCE

IN CORPORATE GOVERNANCE,2016

You may send in your Suggestions at

[email protected]

so as to reach us on or before 16th August, 2016

https://webmail.icsi.edu/owa/redir.aspx?C=debff9a7edaa4b01a90b4fbbfada8029&URL=mailto%3acgawards%40icsi.edu

First Questionnaire

ICSI NATIONAL AWARDS FOR EXCELLENCE IN

CORPORATE GOVERNANCE, 2016

GENERAL INSTRUCTIONS FOR FILLING THE QUESTIONNAIRE

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 Awards for Excellence in Corporate

Governance, 2016. 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 questionnaires on the basis of the facts of your company.

2. All Questions from Part II onwards carry weightage. Please answer all

questions. In case any question is not applicable to your company, please

tick „not applicable‟ or write the same. In case of wrong or misleading

response negative weightage will be given.

Note 1: “The ICSI National Awards for Excellence in Corporate Governance is

bestowed on the basis of the decision of the Jury relying on the

information provided by the companies in response to the

questionnaires, the information available about the company in public

domain and as gathered from various accessible sources including

feedback provided by regulatory bodies and analysis made by the

ICSI of the information so gathered. The authenticity and veracity of

the information provided by the companies and as contained in the

Annual Report and other documents of the Company are taken in

good faith by the ICSI.”

Note 2: Please furnish the policies, codes, as relevant in respective

questions to enable fair evaluation of the company.

Note 3: Please furnish the following documents along with the

Questionnaires –

a copy of each of Annual Report of your company for

the years 2015-16 and 2014-15 and 2013-14 in hard copy

shareholding pattern for the first quarter of F.Y. 2016-17

relevant documents wherever required

Note 4: The information provided in the Questionnaires should relate to

financial year 2015-16 or period ending in that year.

Note 5: The covering letter/e-mail to the duly filled in Questionnaires

should contain a statement to the effect that the responses to

the Questions in the Questionnaires and the information given

in supporting documents are true to the best of knowledge,

information and belief of the person authorized to sign the

covering letter/e-mail.

Note 6: The response to the Questionnaire should reach the Institute

on or before In case of any difficulty in filling the Questionnaires,

please email your query to the Institute at [email protected] .

You are required to send your responses to questionnaire by e-mail

at [email protected] to reach us on or before ---------------- or

send hard copies to the following address:

The Institute of Company Secretaries of India

ICSI House, 22, Institutional Area, Lodi Road, New Delhi-110 003

Phones:4534 1055, 4534 1030fax : +91-11-2462 6727

website: www.icsi.edu

mailto:[email protected]

mailto:[email protected]

PART I GENERAL INFORMATION

1. Name of Company:

2. Website:

3. Correspondence Address:

(a) Corporate Office Address:

Telephone No. Fax No. E-mail

(b) Registered Office Address:

Telephone No. Fax No. E-mail

DESIGNATION NAME E- MAIL ID PHONE NO.

Chairperson

Managing Director

Chief Executive

Officer

Company Secretary

Chief Financial

Officer

Independent Directors [Please indicate the Lead Independent Director,

if any]:

NAME DATE OF APPOINTMENT DATE OF COMPLETION

OF TENURE

AUDITORS NAME E-MAIL MEMBERSHIP

NO.

Secretarial Auditor

Financial Auditor

Cost Auditor (if

any)

Internal audit

Outsourced □

Internal □

A. COMPANY INFORMATION

CIN No. of the Company

Year of Incorporation and

State of Incorporation

Equity listed on ( including

overseas listing , if any)

Other securities i.e. Non-

convertible debentures/

bonds preference shares

listed on

Industry Sector

Main Business

No. of Subsidiaries

Promoters / Holding Company

Paid-up share capital as on

March 31, 2016

Change in Capital structure

during the year (Mention the

Change)

No. of Employees

No. of locations or plants

Total number of shareholders

B. Financial Information on Standalone basis (INR in Lakhs)

2015-16 2014-

15

2013-14

Turnover

Other Income

Total

EBIDT

Net Profit

Net Worth

Profit Margin

EVA (Economic Value Added)

P/E Ratio

EPS

Rate of Dividend

Dividend Payout Ratio

Market Capitalisation

Debt/Equity Ratio

Working Capital Ratio

Inventory Turnover Ratio

Return on Capital Employed

Return on Assets

Return on Equity

CSR Spent

Promoters’ shareholding (%)

Total number of shareholders

Audit Qualifications (if any)

Attach Note, if necessary

Credit Rating, if any

_________________________________________________________

_________________________________________________________

_________________________________________________________

_________________________________________________________

C.CONTACT DETAILS

Categories Name Address:

Telephone &

FAX No.

E-mail

All the

Independent

Directors

(a).

(b)

(c )

Investor

Relation Officer

Corporate Governance Rating,

if any

Awards/Recognitions

received in CG/CSR/HR

PART II

1. BOARD STRUCTURE AND PROCESSES

BOARD STRUCTURE

1.1 Does the company have a written Charter and/or Code of Corporate Governance?

Yes No

(If yes, please provide us with a copy of the Code)

Please indicate the proportion of independent directors to total

number of directors on the board.

(a) If Chairperson is an Executive Director: Upto 49% 50-59%

60-69% 70-79%

80-89% 90% and above

OR

(b) If the non-executive Chairperson is a promoter of the company or

is related to any promoter or person occupying management

positions at the Board level or at one level below the Board :

Upto 49% 50-59%

60-69% 70-79%


OR

(c) If the Non-executive Chairperson is not a promoter of the company

or is not related to any promoter or person occupying management

positions at the Board level or at one level below the Board:

Upto 33.32% 33.33-59%

60-69% 70-79%


(Please mention the relevant page number of Annual

Report_______)

1.2 Is the Chairperson of the Board an independent Director?

Yes No

(Please mention the relevant page number of Annual Report_______)

1.3 Does the company have a designated lead independent

director?

Yes No


1.4 How many women directors did the company have on its board

as on March 31, 2016?

None One More than one

(Please mention the date of appointment and name of director _______)

1.5 Is the woman director independent?

Yes No

1.6 Are there any independent director who has been on the Board

for 5 years or more?

No

1.7 (a) Was a separate meeting of independent directors held during the year?

Yes No

(b) If yes, is it disclosed in the Annual Report?

Yes No

(If yes, please mention the relevant page number of Annual

report____)

BOARD PROCESSES

1.8 Agenda and notes on agenda in respect of Board/Committee

Meetings were normally circulated:

>= 7 days before the meeting

< 7 days before the meeting

1.10 How soon are the draft minutes of Board/Committee Meetings

circulated to the Directors?

within 7 days within 15 days more than 15

days

1.11 Is there a process for placing Action Taken Report/

Implementation Report at the Board Meeting?

Yes No

1.12 Is the Board informed of the statutory compliances of the

various laws applicable to the company at its meeting each

quarter by way of statutory compliance certificate(s)?

Yes No

If yes, who signs the certificate(s)?

(Give Name and Designation and enclose copy of the

certificate.

Also specify the procedure/tools used for checking

compliance.)

1.13 Did the Company place list of applicable laws before the Board?

Yes No

(If yes, provide a list of laws)

1.14 Please specify whether any director of the company was re-

appointed even if he/she had attendance less than 50% in the Board meetings held during his/her tenure

Yes No

If yes, please mention the reason for his/her absence:

Abroad Others

Was an alternate director appointed in his/her place?

Yes No

1.15 Does the company have a formal policy for regular updation

programmes for the directors? If yes please give a copy of the same.

Yes No

(If yes, provide a copy of the same)

1.16 Does the company make disclosure in the Annual Report with

regard to orientation programme or the updation programmes attended by directors during the year?

Yes


report____)

1.17 Does the company have any policy(ies) for succession at

a) Board level

Yes No

b) One Level below the Board?

Yes No

1.18 Has the company disclosed in its annual report the manner in which formal annual evaluation has been made by the Board of

its own performance and that of its committees and the individual directors?

No

1.19 (a) Does the company have a written Code of Conduct for Employees (other than directors and senior management)?

No

(b) Does the company obtain affirmative statement on the code of conduct from the employees?

i) Annually

Yes No

i) At the time of joining

Yes No

1.20 Does the RPT policy include a list of activities which are to be

considered to be in the ordinary course of business?

Yes No

(Please provide the copy of the same)

1.21 Please indicate the aggregate period which the statutory

auditor would complete in the company

a)Individual

-5 years

OR

b) Firm

<5 5-10

-13 & More

1.22 Has the company facilitated participation of director in

Board/committee meetings through video conferencing or

other audio visual means during the year?

Yes No

Audit Committee

1.23 Please indicate the proportion of independent directors in

the Audit Committee.

Below 66.66% 66.67% to 99% 100%

1.24 Does the internal auditor directly report to the Audit

Committee?

Yes No

1.25 Does the audit committee have an independent session with:

(i) Internal auditor Yes No

(ii) Statutory auditor Yes No

1.26 Does the Chairperson of the Audit Committee confirm to the Board annually that the Audit Committee has carried

out the role assigned to it?

Yes No

Is it disclosed in the Annual Report

Yes No

Stakeholder Relationship Committee

1.27 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 _________________


Nomination and Remuneration Committee

1.28 Are the terms of reference, role and authority of the Nomination and Remuneration Committee disclosed in the Annual Report?

Yes No

1.29 Does the Company have well laid objective norms for determination of remuneration of Executive and Non-Executive

Directors which is approved by the Board?

Yes No

1.30 Does the Company have well laid objective norms for

determination of remuneration of its Senior Executives?

Yes No

(If yes, Please provide a copy of the same)

2. TRANSPARENCY AND DISCLOSURE COMPLIANCES

2.1 Does the company have a Corporate Disclosure Policy?

Yes No

(If yes, Please provide a copy of the same)

2.2 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

Commission

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


2.3 Has the company presented the results of its financial

performance (half yearly, quarterly annual basis) and the

management’s analysis on its website?

Yes No

(If yes, please provide the website link………………………………………………)

2.4 Whether Half Yearly Declaration of financial performance &

summary of significant events in the last six month is sent to each household of shareholders?

Yes No

2.5 Were there any adverse remarks/qualifications made in the statutory Auditors Report in respect of financial audit?

Yes No

(Please mention the relevant page number(s) of Annual Report______)

2.6 Were there any adverse remark/qualifications made in the

Secretarial Audit Report?

Yes No

(Please mention the relevant page number(s) of Annual Report______)

2.7 Were there any adverse remarks/qualifications made in the cost

audit report?

Yes No Not applicable

(Please mention the relevant page number(s) of Annual

Report______)

2.8 (a) Has the company disclosed the criteria for appointment

of independent director with regard to the following in its Annual Report?

(i) Qualification Yes No (ii) Expertise/

Demonstrable competence Yes No

(iii) Accomplishment Yes No (iv) Age Yes No

(v) No. of other directorships Yes No (vi) Any other please specify________________


report____)

2.9 (a) Has the company disclosed about the adoption of policy

on materiality of related party transactions?

Yes No

(To be checked from website of the company)

(b) Has the company disclosed about the adoption of policy on

dealing with related party transactions?

Yes No

2.10 Has the company disclosed in its annual report the manner in

which formal annual evaluation has been made by the Board of its own performance and that of its committees and the individual

directors?

No

2.11 Question on Mandatory Disclosure

3 STAKEHOLDERS VALUE ENHANCEMENT

3.1 Has there been consistent growth in the net worth* of the company during the last five years?(standalone)

Yes No

Please provide details

Year INR (in lakhs)

2015-2016

2014-15

2013-14

2012-13

2011-12

*Note: Net worth shall mean Share Capital (Add) + Reserves & Surplus (Minus)

– Miscellaneous Expenditure to the extent not written off or adjusted.

The networth may be mentioned after making suitable adjustments for

mergers, demergers etc.


3.2 Please mention the EPS (exclusive of extraordinary/exceptional items) of the company for the last five years. (standalone)

Year EPS (in INR)

2014-15

2013-14

2012-13

2011-12

2010-11


3.3 Please mention the Return on Capital Employed of the company

for the last five years. (standalone)

Year ROCE

2014-15

2013-14

2012-13

2011-12

2010-11

3.4 Has the company paid dividend in any of the previous five financial

years?(standalone)

Yes No

Year Rs./per share of Rs………………. (F.V)

2014-15

2013-14

2012-13

2011-12

2010-11


3.4 Does the company give periodic reminders to investors who have not encashed their benefits (dividend/interest, etc.)?

Yes No

3.5 Has the company formulated service standards/handbook/FAQs for investors?

Yes No

(Please enclose a copy of the same)

3.6 Has the company conducted any shareholders satisfaction survey?

Yes No

(If yes, please enclose questionnaire and summary results)

(Summary or details not attached then no marks)

3.7 Has the company conducted any vendor satisfaction survey?

Yes No



3.8 Has the company conducted any customer satisfaction survey?

Yes No



3.9 Has the company conducted any employee satisfaction survey?

Yes No



3.10 What is the percentage of women employees in your company?

0% Between 10% to 29%

Between 30% to 39% More than 40%

3.11 Does the company have a policy for prevention of sexual harassment at work place?

Yes No

(If yes, please provide us with a copy of the Policy)

3.13 Has the Company constituted a Committee for prevention of

Sexual Harassment which is chaired by a woman?

Yes No

3.14 Has any awareness programme been conducted among the employees about the mechanism available

for prevention of sexual harassment?

Yes No

3.15 Does the whistle blower mechanism cover the other stakeholders(other than employees)?

Yes No

3.16 Has any awareness programme been conducted about the

whistle blowing mechanism available?

Yes No

3.16 Were any new patents registered by the company during the

year?

Yes No

3.17 Has the company made any compromise or arrangement

with the lenders involving rescheduling or waiver of loans in the last 3 years?

Yes No

(If yes, please provide the details of same)

3.18 Has the company made any default in repayment of loans

and deposits and/or the interest thereon in the last 3

years?

Yes No

3.19 Were any fines imposed on the company during the year?

Yes No

(If yes, please mention the relevant page number of Annual Report……………..)

3.20 Has there been any revision in rating assigned by credit

rating agency?

Yes - Upward Yes - Downward No / Not

applicable


Report……………..)

3.21 (a) Does the company have a risk management policy?

Yes No

(c) If yes, has the company disclosed about the development and

implementation of a risk management policy in its annual

report?

Yes No

(Please provide us with a copy of policy and mention the relevant page

number of Annual Report……………..)

4 CORPORATE SOCIAL RESPONSIBILITY (CSR) AND SUSTAINABILITY

4.1 Does the company publish Sustainability Report?

Yes No

(If yes, please give a copy of the same)

4.2 Highlight the sustainability initiatives of your company focused towards protection of environment and

sustainability. ___________________________________________________________

___________________________________________________________

___________________________________________________________

4.3 Describe the sustainability initiatives of your company focused towards society. ___________________________________________________________

___________________________________________________________

4.4 Has the company been prosecuted for any violation of any environmental norms?

Yes No

4.4 What is the percentage of differently-abled persons (as a

percentage of total employees) that the company employs?

Less than 1% 1% to 2% more than 2%

4.5 During the year under consideration, how much money as a % of profit was spent by the company on CSR activities?

0 to 0.99 %

1 to 2 %

4.6 Is there an independent assessment of the sustainability initiatives & reporting of the company?

Yes No

FURTHER QUESTIONS

Section-1- Board Structure and Process

1. Details of Attendance of directors in Board Meetings

Date Of

Board

Meeting

Total No.

of

Directors

on the

Board

(including

Independ

ent

Directors

on the

date of

meeting)

Total No. of

Independent

Directors on

the Board on

the date of

meeting

No. of

Directors

who

attended the

meeting

(including

Independent

Directors)

No. of

Independent Directors

who attended

the meeting

(Please mention the relevant page number of Annual

Report_______)

2. Please provide details of attendance at meetings of Audit Committee

Date of Meeting Total No. of Committee

Members on the date of

Meeting

No. of members who

attended the meeting

(Please mention the relevant page number of Annual Report______)

Section-3 : Stakeholder Value Enhancement

3.12 What is the percentage of shareholding with the public?

(a) Less than 10% (b) 10%

(c) 11% to 25% (d) more than 25%

************

SECOND QUESTIONNAIRE ICSI NATIONAL AWARDS FOR EXCELLENCE IN CORPORATE GOVERNANCE, 2016

1. Elucidate on how the vision, mission of the company are imbibed at all levels within the organisation? How does the same impact the

organisation culture. How frequently is it revisited to check its relevance?

2. (a) How has the process of selection, appointment and induction of following evolved over in the last three years?

i. Chief Executive Officer

ii. Executive Directors iii. Non-executive, both Independent and non-

independent Directors (B) Elucidate on the processes of Succession planning at Board

level? Please specify any instance in last 5 years of succession at Board level?

3. (a) Was any director removed in the last 3 years? If yes, what were the reasons and were these disclosed to shareholders? What

was the process followed for removal? (b) Has any director resigned prior to the completion of his tenure. If

yes, have the reasons for resignation been disclosed to the shareholders.

(c) What was the average tenure in service of the persons in the

positions viz. CFO, General Counsel, Company Secretary, Internal Audit and Compliance over the last 3 years?

4. (a) Explain in detail the procedure of evaluation and

measurement of the effectiveness and performance of the Board, its committees and its members?

(b) Elaborate on what measures are adopted by the company to address the identified skill and experience gaps identified during the

board evaluation process?

5. Elaborate on the areas of development initiatives imparted to the Directors. Whether these development initiatives were undertaken

in-house through the Board meetings/management presentations or an outside agency is hired for the purpose. give details. How many

directors underwent the familiarization process in the past 12

months?

6. Quoting specific instances elucidate on how Independent Directors

have contributed to the deliberations at the board meeting, with respect to crucial matters such as Related Party Transactions, issues

of strategy, company performance, risk management, resources

allocation/ mobilization, appointment and performance of Directors and KMPs, corporate social responsibility?

7. (a).How does your company ensure that the directors have access to the board and company records? Explain the process for timely

flow of relevant and adequate information to the Board.

(b). Does the Board have focused meetings to discuss strategy, risk management and internal controls? How is the Board time divided

between operational issues and strategic issues?

8. Detail the manner / mechanism of review by the audit committee

for each of the following -

a. Regulatory compliances b. Related Party Transactions

c. Prevention of Fraud d. Prevention of Corruption

9. How does your company foster creativity and innovation? How does

the company engage employees in this process? How does the company perceive and handle failed attempts? Please provide

examples of creative or innovative initiatives undertaken by the company in the past 12 months.

10. Elaborate on the R&D initiatives of your company? Please provide

tangible benefits of the outcome of the R&D efforts by your company in the past 12 months.

11. (a) Describe how the top management is involved in the

development human resources of your company particularly as regards the following–

a. Evaluation of performance of employees b. Employee counselling, coaching and mentoring, leadership

development c. Succession planning

d. Employee dignity e. Employee grievance redressal mechanism

(b) How does your company ensure that temporary/ part-time

employees/ outsourced employees are given their due rights and

equitable benefits.

12. How are stakeholders engaged in various processes of organization.

What is the mechanism and frequency of stakeholders engagement. What is the Grievance redressal mechanism adopted by the

company in this context?

13. Elaborate on the risk management framework of your company.

14. What are the Corporate Social Responsibility initiatives undertaken by your company? How is Board engaged in effective

implementation of CSR activities? Briefly, describe the how the CSR activities are assessed?

15. Is the Board informed about safety and security issues? Has the

company constituted a safety committee? How are these issues discussed and dealt with? Were there any fatal injuries/ major

environmental loss or occupational injuries occurring out of the

process of the company. What measures have been adopted to address the same.

16. How are stakeholders educated on the negative impacts, if any, of your products /services/processes/operations on the community/

society/environment. What are the measures taken to address the same. Is it part of the Board agenda?

17. What process is followed by your company to assess whether appropriate sustainability measures are adopted by your

suppliers/service providers of services and products, inclusive of legal requirements?

**************

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