Corporate Governance

1.   Company’s philosophy on Corporate Governance

TRL Krosaki Refractories Limited is committed to follow good corporate governance practices proactively.    The Company recognizes the concept of trusteeship for resources entrusted to it by shareholders and other stakeholders.  The Company believes that  good corporate governance practices generate goodwill among business partners, customers and investors, earn respect from society, bring amount a consistent sustainable growth and profitability for the company and ensure competitive  returns for the investors.  The Corporate Governance philosophy  has been strengthened  with the implementation  of Tata Business Excellence Model  and the Tata Code of Conduct applicable to the Company,  its Directors and its Employees. 

2.  Board of Directors 

The Company has a Non-Executive Chairman and there are four Independent Directors.  Except the Managing Director, all other Directors are Non-Executive Directors.  Presently the Board consists of 11 directors.    

The business of the Company is managed by the Managing Director and  the Senior Management Team under the supervision and direction of the Board of Directors. Besides performance, the Company’s future business plans and strategic issues are also reviewed and discussed at every Board Meeting.  

In order to focus on important issues and ensure resolution of diverse matters, the Board of Directors has constituted a set of Committees with specific terms of reference/scope.  In all of the Board Committees at least one non-executive / independent Director is a member, which helps in ensuring independence, credibility and “outside-in perspective” while overseeing the Company operations.

The various Committees are as follows : 

3.   Committee of the Board (COB) 

The Committee of the Board comprises of four directors, of which one is an independent director.

 The terms of reference amongst its other functions of the COB is as follows :

a)     Evaluate all capital expenditure schemes and technical know-how agreements,

b)     Review all major overruns on the capital schemes;

c)     Consider proposals for new business ventures, acquisitions and disinvestment and to review

        important legal cases.

d)     Periodically review Company's business plans, profit projections, ways and means position etc.

e)     Review organizational structure and Succession planning. 

4.     Audit Committee: 

(1)   The Audit Committee comprises of four directors, of which three are independent directors.

(2)   The Chairman of the Audit Committee is an independent director.

(3) Three members of the Audit Committee have Financial Management, Audit or Accounts  background.

 (4) The scope of the Committee includes, inter-alia, 

(a) To review reports of the Internal Audit Department. 

(b) To review the Company's Quarterly and Annual financial results as well as Variance Analysis of performance compared to Annual Business Plan target and the performance of corresponding period of previous year. 

(c) To meet Statutory Auditors in order to discuss their findings, suggestions and   other related matters. 

(d) To review weaknesses in internal controls reported by internal and Statutory Auditors. 

(e) To review the Company's Internal Financial Controls, Internal Audit Function and Risk Management Systems periodically.

 (f) To recommend to the Board for appointment, reappointment and fixing remuneration of Statutory Auditors. 

(5)  Audit Committee Meetings are held not less than four times in a year. 

(6) The Audit Committee Meetings are attended by the Executive Vice President & CFO, Company Secretary and General Manager (Internal Audit). Statutory Auditors, CEO and COO are invited to the Meetings as and when required. 

The Internal Audit function is headed by General Manager (Internal Audit), who reports significant audit observations to the Audit Committee. In order to ensure independence of Internal Audit, General Manager (Internal Audit) is functionally reporting to the Chairman of the Audit Committee. The Internal Audit Department conducts audits of various departments based on an annual audit plan approved by the Audit Committee.

 5.    Remuneration & Governance Committee: 

1.   The Remuneration & Governance Committee comprises of four Directors, of which two      are independent directors. 

2. The Chairman of the Committee is an independent director. 

3. The broad terms of reference of the Committee are as follows:  

(a) Review the performance of the Managing Director after considering Company's performance. 

(b) Recommend to the Board the remuneration to be paid to the M.D. within the overall ceiling prescribed under the provisions of Companies Act, 1956. 

(c) Finalize the perquisites packages of the M.D. within the overall ceiling fixed by the Board & Shareholders. 

(d) Recommend to the Board, retirement benefits to be paid to Managing Director and Executive Director(s) under the Retirement Benefits Guidelines adopted by the Board.

 (e) To deal with matters relating to induction of Directors on the Board and shareholders' grievances. 

While recommending the remuneration package of the Managing Director and Whole-time Director, the Remuneration Committee takes into consideration the following aspects: 

I.                     Track Record of the Executives; 

II.                   Remuneration packages of managerial talent in different industries in general and  in the Refractories Industry in particular. 

            III.        Company's Performance.  

The Non-Executive Directors (NEDs) are paid remuneration by way of Commission and Sitting Fees. In accordance with the approval of Shareholders, commission is paid within the limit of 1% of the net profits of the Company fixed under the Companies Act. The logic for distribution of Commission amongst the NEDs is approved by the Board. The Commission is distributed broadly on the basis of Board Meetings and various Committee Meetings attended by the NEDs. 

The Committee meets as and when required.