Annual Report, 2016-17

REPORTON

CORPORATE

GOVERNANCE

The Company’s Philosophy on Corporate

Governance

Kajaria’s (the Company) governance philosophy is based on

the trusteeship, transparency and accountability. We believe

that it is imperative for us to manage our business affairs in

the most fair and transparent manner with a firm commitment

to our values. For us, corporate governance is an ethically

driven business process that is commitment to values aimed at

enhancing an organization’s brand and reputation.

As a part of the Company’s growth strategy, we continuously

review the Corporate Governance practices so that they can

be best across the globe. The Company’s Code of Conduct

and Ethics and Code for prevention of Insider Trading are an

extension of our values and reflect our commitment to ethical

business Practices.

The Board of Directors are responsible and committed to sound

principles of Corporate Governance in the Company. The Board

plays a crucial role in overseeing how the management serves

the short and long term interest of the shareholders and other

stakeholders.

The Corporate Governance Philosophy of the Company is

based on the following principles:

i. Appropriate composition of the Board of Directors;

ii. Timely disclosure of material and financial information to

the Board of Directors and stakeholders;

iii. Systems and processes are in place to ensure financial

control and Compliance of laws; and

iv. Proper Business Conduct by the Board, Committees, Senior

Management and Employees.

Board of Directors

The Company firmly believes that an active, well-informed and

independent Board is necessary to ensure the highest standards

of Corporate Governance to bring objectivity and transparency

in the Management. The Board of Directors is entrusted with

the ultimate responsibility of the management, general affairs,

direction and performance of the Company and has vested with

the requisite powers, authorities and duties.

Selection of the Board

In terms of the requirement of the provisions of the Companies

Act, 2013 and SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (hereinafter referred to as

the ‘Listing Regulations’), the Nomination and Remuneration

Committee has been designated to evaluate the need for

change in the composition and size of the Board of the

Company and to select members to fill Board vacancies and

nominating candidates for election by the shareholders at the

Annual General Meeting.

Composition

The Board comprises of such number of Executive and Non-

Executive Directors (Independent Director) as required under

the applicable legislations. The Board consists of eminent

individuals from the Industry, management, technical, finance

and marketing. The Company is managed by the Board of

Directors in coordination with the Senior Management team.

As on 31st March 2017, the Company has ten (10) Directors on

its Board out of which five (5) are Executive Directors and five

(5) are Independent Directors including one Woman Director.

The Board periodically evaluates the need for change in its

composition and size.

The details of composition of the Board, nature of directorship,

Number of directorships in other companies, Chairmanship/

Membership of the Committee of each director in other

Companies, attendance of the Directors at Board Meetings and

last Annual General Meeting during the year 2016-17 are given

below:

067

ANNUAL

REPORT

16-17

KAJARIA

CERAMICS

CORPORATE

OVERVIEW

MANAGEMENT

REPORTS

FINANCIAL

STATEMENTS