The provisions of the Listing Agreement to be entered into with the Stock Exchanges with respect to corporate governance will be applicable to us immediately upon the listing of our Equity Shares with the Stock Exchanges. We have complied with the corporate governance code in accordance with Clause 49 (as applicable), especially in relation to broad basing of our board, constitution of committees. The Company undertakes to take all necessary steps to comply with all the requirements of Clause 49 of the Listing Agreement.
Currently the Board has seven Directors, of which the chairman of the Board is an Executive Director, and in compliance with the requirements of Clause 49 of the Listing Agreement, our Company has two executive Directors, one non-executive Director and four independent Directors on the Board.
Composition of the Board
Board Of Directors
The OnMobile board consists of optimum combinations of Executive and Non-Executive directors. The Non-Executive Directors consist of eminent professionals from Business, Finance and reputed institutions.
The following is the Composition of the Board as on 18th August 2007.
Category |
No. of Directors |
Percentage to total no. Directors. |
Executive Directors |
02 |
29 |
Non-Executive Directors |
01 |
14 |
Independent Directors. |
4 |
57 |
Total |
07 |
100 |
Audit Committee
The audit committee was constituted by the Board at its meeting held on August 31, 2006 (“Audit Committee”). The objective of the Audit Committee is to oversee and monitor the financial reporting processes in order to ensure accurate, timely and proper disclosure and transparency, integrity and quality of financial information. The Audit Committee consists of Prof. Jayanth Rama Varma (Chairman), H.H.Haight IV and Naresh K. Malhotra.
The terms of reference of the audit committee are as follows:
• Reviewing quarterly, half yearly and annual financial statements before submission of the same to the Board of Directors
• Approving internal audit plans and reviewing efficacy of the function periodically
• Discussions with statutory auditors about the internal control systems, scope of their audit including the observations of the auditors
• Obtain from the statutory auditors periodic formal written statements delineating all the relationships between the auditor and the Company consistent with applicable regulatory requirements and presenting the statement to the Board of Directors
• Discussion and review of periodic audit reports
• Investigating any activity that may be referred by the Board from time to time
• Ensure that statutory compliances are met with adequately with the help of external legal or professional advice if any required
• To meet periodically as it may deem fit to meet its objectives and shall have at least four such meetings in a financial year on a quarterly basis
• Report periodically to the Board on significant results of the foregoing activities
• Seek information from employees to discharge the abovementioned responsibilities
Compensation Committee
The compensation committee was constituted by the Board at its meeting held on August 31, 2006 (“Compensation Committee”). The main purpose of the Compensation Committee is to evaluate and approve the compensation plans, policies and programmes of the executive directors and senior management and to administer various stock option plans of our Company. The Compensation Committee consists of Sridar A. Iyengar (Chairman), H.H.Haight IV and Vikram S. Kirloskar.
The terms of reference of the Compensation Committee are as follows:
• Annual review of the salary, bonus and other compensation plans of all the officers of the Company drawing a salary greater than Rs. 2.5 million per annum
• Review and approve the salary, bonus and compensation plans for all the executive directors of the Company
• Administer the implementation and award of stock options under various stock option plans of the Company
• Recommend to the Board of Directors of the Company on any other employment incentives as the compensation committee deems it appropriate in the best interests of the Company
Share Transfer and Investor Grievance Committee
The Share Transfer and Investor Grievance Committee was constituted by our Board at their meeting held on April 20, 2007. This Committee formed to specifically look into the 2redressal of shareholder and investor complaints pertaining to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc. The Share Transfer and Investor Grievance Committee consists of Vikram Kirloskar (Chairman), Naresh Malhotra and Chandramouli Janakiraman.
The terms of reference of the Share Transfer and Investor Grievance Committee are as follows:
• To approve and register, transfer and/or transmission of all classes of shares
• To look into the redressal of shareholder and investor complaints like non-transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc.
• To do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers
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