Ongc Corporate Governence

embodied governing integrated validation is a reflection of the passs culture, their relationship with stakeholders and commitment to values. ONGC has a pioneer in benchmarking its corporate memorial tablet practices with the better in the world. ONGC merged formation philosophy is based on the followers principles- Achieving high level of transp bency, openness and accountability and fairness in exclusively areas of operation. Promoting honest conduct through and throughout the organization with first objective of enhancing shareholders value.Sound dust of intimate control to mitigate the risks. contour of law, rules and regulation in true garner and spirit. Independent verification of the associations pecuniary treating Strategic lapse by the visiting card of directors of appropriate composition, size, vary experience and commitment to discharge their responsibilities. well- clockd and balanced disclosure of all temporal information to all Stakeholders. Pr otection of the worry of all Stakeholders In recognition of chastity in corporate boldness, the next awards permit been conferred on ONGC I.SCOPE Meritorious lay out for Corporate Governance 2006-07 received II. ICSI guinea pig pose for Excellence in Corporate Governance 2003 III. Golden Peacock Global Award for Corporate Governance in uphill Economics 2005, 2007 and 2008 by World Council, U. K IV. Golden Peacock Award opposite Excellence in Corporate governance by the Institute of Directors in the historic period 2002, 2005 and 2006. The attach to is managed by the dining table of Directors which explicates strategies, policies and reappraisals its cognitive operation.The plug-in of Directors has an adequate combination of Functional and Non-Executive Director. The compevery has a practice of periodic retreats where all the members of the advance and senior formals of the Ministry of Petroleum & axerophthol Natural Gas discuss issues of Corporate Strategy and Poli cy. The party creation a PSU, all Directors are appointed/ nominated by the President of India. table / commissioning Meetings and Procedures 1. Institutionalized decision making dish 2. Scheduling and selection of Agenda items for Board/ mission Meetings 3.Recording minutes of proceedings at the Board Meeting 4. Follow up mechanism 5. Compliance 6. Training and evaluation of non-executive Board members To induce the benefit of additive knowledge and experience of the ONGC family, an assembly of the preceding(a) and present members of the erstwhile Oil & group A Natural Gas Commission and Board is organized every year. The key Executives in-charge of Assets, Basins, operate and Institutes meet periodically with CMD and the functional Directors to surveil performance and to formulate future plans.The company has the following deputations of the mature Audit & antiophthalmic factor Ethics military commission The role of size up & ethics committee includes the followi ng i. Oversight of the companys pecuniary reporting process and the disclosure of its financial information to ensure that the financial education is correct , sufficient and credible. ii. Recommending to the board, the appointment, re-appointment and if take , the heir or removal of the statutory attender and the fixation of audition fees. ii. Approval of remuneration to statutory auditors for any services rendered by the statutory auditors. iv. Reviewing with the management , the bid of uses / operation of funds raised through an issue, the logical argument funds utilized for subroutines former(a) than those verbalise in the offer document and the report submitted by the supervise agency monitoring the utilization of proceeds of a normal or rights issue, and making appropriate recommendations to the board to take up steps. v.Reviewing with the management performance of statutory and internal auditors adequateness of the internal control systems. vi. Reviewing with the management, the quarterly financial statement before submission to the board of approval. vii. Reviewing the adequacy of internal audit function viii. password with internal auditors any significant findings and follow up there on. ix. Discussion with the auditory before the audit commences about the personality and scope of audit. x. To review the functioning of the tattle blower mechanism. Remuneration committalONGC being a Government social club, appointed and scathe and condition of remuneration of Executive Directors are determined by the Government through administrative ministry, the Ministry of Petroleum & National Gas. Non Executive Part time official Directors do not draw any remuneration. Shareholders/ Investors Grievance Committee The Shareholders/ Investors Grievances committee specifically looks into redressing of Shareholders and investors complaints pertaining to transfer of shares, non receipt of annual reports, dividend payments and other miscellaneous r eports.The committee besides monitors murder and accord of companys enroll of conduct for insider trading in ONGCs securities. Human Resource management Committee The term of reference include rumination of all issues concerning human resource readiness and management, HR policies and initiatives and promotion. Project Appraisal Committee It examines and makes recommendations to the Board on projects or with child(p) investment. Health, Safety and surroundings Committee The call of reference includes review of policy, processes and systems on Safety, Health, Environment and Ecology aspects.Financial focussing Committee The committee looks upon the matters pertaining to Budget, Delegation of power commercial issues, Forex and exchequer Management, Capital structure, Issue of Securities, Short and capacious term loans periodical performance review of subsidiaries. Apart from the above committees, the Board from time to time, constitutes Functional committee with specific w rong of reference as it may be fit. Meeting of such committees are held as and when the need for discussing the matter concerning the purpose arises.Time agenda for holding the meetings of such committees are finalized in consultation with the committee members. Code of demeanor for Members of the Board and Senior Management The Company is committed to conducting business in concord with the highest standards of business ethics and complying with applicable laws, rules and regulations. A code of conduct, evolved in line with the manufacture practices was adopted by the board on the recommendations of Audit and Ethics committee. All members of the board and senior management have compliance with the code of conduct for the year.Subsidiary Monitoring framework All subsidiaries of the company are Board managed with their boards having their rights and obligations to manage such companies in the best interest of their stakeholders. As a volume shareholder, the company nominates its representatives on the boards of subsidiary company and monitors the performance of company periodically. Disclosures The Company has not entered into any material financial or commercial transactions with the Directors or the Management or their relatives or the companies and firms, etc. in which they are either directly or through their relatives interested as Directors and/or Partners except with certain PSUs, where the Directors are Directors without the required shareholdings. The company has compiled with applicable rules and the requirement of restrictive authorities on capital merchandise and no penalties or strictures were imposed on the company. Means of Communication Quarterly or one-year results News release, Presentation Website Annual Report Guidelines on Corporate Governance by DPE No Presidential directional has been issued during 2008-09 and the last three years.No items of expenditure have been debited in books of accounts, which are not for the purpose of bus iness. No expenses, which are personal in nature, have been incurred for the Board of Directors and top management. The administrative and office expenses were 3. 79% of total expenses during 2008- 09 as against 5. 45% during the previous year. The decrease in 2008-09 is on account of reversal in 2008-09 of excess pay revision arrear provided during 2007- 08 and also provision of additional gratuity in 2007-08 due to increase in the maximum amount of gratuity to Rs. 10 hundred thousand from Rs. 3. 5 Lakh.