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YEAR 1

Section A - Rights of Shareholders


1 Does the company offer other ownership rights beyond Voting ? (Yes/No) 1
2
Is the decision on the remuneration of board members or executives approved by
the shareholders annually? (Yes/No) 1
3 Is the remuneration of the board presented in the annual report? (Yes/No) 1
4 Is the agenda of the Annual General Meeting mentioned? (Yes/No) 1
5 Are the director candidates disclosed before the AGM? (Yes/No) 1
6 Are the director candidates backgrounds disclosed before the AGM? (Yes/No) 1
7 Can Minority shareholders nominate directors at shareholders meetings? (Yes/No) 1
8 Did the CEO/ Managing Director attend the last AGM? (Yes/No) 1
9 Is a list of board attendance mentioned in the annual report? (Yes/No) 1
10 Was the length of the AGM given? (Yes/No) 1
11 Did the Annual General Meeting last for more than 3 hours? (Yes/No) 1
12
Does the company provide the minutes of the AGM either on the website or in the
annual report? (Yes/No)
1
Section B- Equitable Treatment of Shareholders
1
Does the company have any other shares part from ordinary equity shares? (Yes/
No) 0
2
Have there been any cases of insider trading involving company directors and
management? (Yes/No) 0
3
Is the company a part of a group where the parent/controlling shareholder also
controls key suppliers, customers or similar businesses? (Yes/No) 1
4
Has there been any non-compliance case regarding related party transactions in the
past three years? (Yes/No) 0
5
Does the notice to shareholders specify the documents required to give proxy?
(Yes/No)
1
Section C- Role of Stakeholders in Corporate Governance
1
Does the company explicitly mention the safety and welfare of its employees?
(Yes/No) 1
2
Does the company explicitly mention the role of key stakeholders such as customers
or the community at large? (Yes/No) 1
3
Does the company explicitly mention environmental issues in its public
communications? (Yes/No) 1
4
Does the company provide an ESOP or other long term employee incentive plan
linked to shareholder value creation? (Yes/No)
1
Section D - Disclosure and Transparency
1 Does the company have a transparent ownership structure? (Yes/No) 1
2 Does the company disclose director shareholding? (Yes/No) 1
3 Does the company disclose management shareholding? (Yes/No) 1
4 Does the company have a dispersed ownership structure? (Yes/No) 0
5
Is there any statement requesting the directors to report their transactions of
company stock? (Yes/No) 1
6 Does the company use an internationally recognised accounting standard? (Yes/No) 1
7
Does the company have an internal audit operation established as a separate unit in
the company? (Yes/No) 1
8 Is the financial report of the company disclosed in a timely manner? (Yes/No) 1
9
Does the company website disclose up to date information? (Yes/No)
1
Section E - Responsibilities of the Board
1 Does the company have its own written corporate governance rules? (Yes/No) 1
2
Does the board of directors provide a code of ethics for all directors and
employees? (Yes/No) 1
3
Does the board holds requisite number of meetings (minimum four) in a year?
(Yes/No) 1
4 Is the chairman of the board an independent director? (Yes/No) 0
5 The Chairman of the board is not the CEO of the company (Yes/No) 1
6 Does the company have an ESOP scheme to incentivize the directors? (Yes/No) 0
7 What is the size of the board? (Number) 13
8 How many board members are Executive? (Number) 1
9 How many board members are Independent? (Number) 4
10 How many board members are Non-Executive? (Number) 12
11 Are there any women directors on board? (Yes/No) 1
12 Are there any foreign nationals on the board? (Yes/No) 0
13
Does the company state in its annual report the definition of "Independence" in
context of directors? (Yes/No) 1
14
Does the company give details about the educational background of all the board of
directors? (Yes/No) 1
15
Does the company give details about the professional background of all the board of
directors? (Yes/No) 1
16 Does the company disclose payment made to directors? (Yes/No) 1
17 Does the company have a board of director's report? (Yes/No) 1
18 Does the company have an Audit committee? (Yes/No) 1
19 Does the company indicate roles and responsibilities of Audit Committee? (Yes/No) 1
20 Does the company indicate functions of Audit Committee? (Yes/No) 1
21 Does the company indicate the attendance of Audit Committee meetings? (Yes/No) 1
22 Does the company have an Risk Management committee? (Yes/No) 0
23
Does the company indicate roles and responsibilities of Risk Management
Committee? (Yes/No) 0
24 Does the company indicate functions of Risk Management Committee? (Yes/No) 0
25 Does the company indicate the attendance of Risk Management Committee 0
26 Does the company have an Shareholder Grievance committee? (Yes/No) 1
27
Does the company indicate roles and responsibilities of Shareholder Grievance
Committee? (Yes/No) 1
28
Does the company indicate functions of Shareholder Grievance Committee?
(Yes/No) 1
29
Does the company indicate the attendance of Shareholder Grievance Committee
meetings? (Yes/No) 1
30
Does the company have other committees apart from the ones mentioned above?
(Yes/No) 1
31
Does the company indicate roles and responsibilities of Other Committees?
(Yes/No) 1
32 Does the company indicate functions of Other Committees? (Yes/No) 1
33
Does the company indicate the attendance of Other Committee meetings? (Yes/No)
1
YEAR 2 YEAR 3 YEAR 4 YEAR 5
2013 2012 2011
1 1 1 1
Total
score: 77 81 81
1 1 1 1 Average 79.8
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
0 0 0 0
0 0 0 0
1 1 1 1
0 0 0 0
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
0 0 0 0
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
0 0 0 0
1 1 1 1
0 0 0 0
13 13 13 12
1 1 1 1
6 7 6 6
12 12 12 11
1 1 1 1
2 0 1 0
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
0 0 0 0
0 0 0 0
0 0 0 0
0 0 0 0
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
1 1 1 1
2010 2009
82 78