corporate governance report-reliance

Reliance Drishti – One of the welfare programs being run by Reliance Industries Limited

Board Composition• The board comprises of thirteen members. • Five of these members , including the Chairman and Managing director

Mr. Mukesh D. Ambani, are executive directors.• The rest eight are non-executive directors, with seven being independent

directors and one, Mr. Ramniklal H. Ambani, non-independent director.

The company abides by clause 49 in this setup as more than 50% of the board comprises non-executive, independent directors. None of the independent director has any material relationships or transactions with the company. None of them is related to any promoter, partner or shareholder of the company.

Board of DirectorsChairman and Managing Director• Mukesh D. AmbaniExecutive Directors• Nikhil R. Meswani• Hital R. Meswani• P.M.S. Prasad• Pawan Kumar KapilNon-Executive Directors• Ramniklal H. Ambani (Non-Independent)• Mansingh L. Bhakta• Yogendra P. Trivedi• Dr. Dharam Vir Kapur• Mahesh P. Modi• Prof. Ashok Misra• Prof. Dipak C. Jain• Dr. Raghunath A. Mashelkar

Board Meetings• The Company holds a minimum of six board meeting all round the

financial year. There may be more if the need be.

Attendance of Directors at Board meetings, last Annual General Meeting (AGM) and number of other Directorships

and Chairmanships / Memberships of Committees of each Director in various companies

Audit Committee• Yogendra P. Trivedi – Independent Director(chairman of the committee)• Mahesh P. Modi – Independent Director• Dr. Raghunath A. Mashelkar – Independent Director

All the members of the audit committee possess financial/accounting expertise/exposure. The audit committee meets 6 time in the financial year.Objective: The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The Committee’s purpose is to oversee the accounting and financial reporting process of the Company, the audits of the Company’s financialstatements, the appointment, independence, performance and remuneration of the statutory auditors including the Cost auditors, the performance of internal auditors andthe Company’s risk management policies.Thus the company complies with the rules of Clause 49 for Audit Committee.

Meetings of the Board Level Committees held during the year and attendance of Directors

Remuneration paid to the Chairman and Managing Director and the Whole-time Directors, including Stock Options

granted during 2011-12

Sitting fee and commission to the Non-Executive Directors, for 2011-12

DisclosureIn addition to the remuneration of directors, the company has, in its annual report also disclosed:• A summary of the forms of related party transactions• The accounting principles followed by the company and their adherence

to the set rules and regulations.• A wide list of product-wise performance, financial performance, future

prospects etc.• Welfare programs and proceeds generated through them.• A guide to effective shareholding patterns. • A report on corporate governance.• Certificate of compliance to conditions of corporate governance.