CORPORATE GOVERNANCE

Corporate Governance deals with laws, practices and implicit rules that determine a company’s ability to take informed managerial decision vis-a vis its Stakeholders – in particular, its shareholders, creditors, customers, the State and employees. The NEEPCO management acts in the best interest of all its stakeholders at all times and has adopted good Corporate Governance practices to benefit the greatest number of Stakeholders.

Philosophy On Code Of Governance

• To have adequate control system in operation and provide information to the Board on a timely basis in a transparent manner so as to enable the Board to monitor the performance and ensure accountability of the Management.
• To increase the efficiency of Business Enterprise for creation of wealth of the Enterprise and Country as a whole.
• To ensure that Employees and Board subscribe to the Corporate values and apply them in their conduct.

1. Composition Of Board And Particulars Of Directors

(I) Composition of Board:

The Board of Directors of the Company (“the Board”) consists of 13 Directors, including 4 Whole-Time Directors, 2 Nominees of NTPC (Promoter), 1 Nominee Govt. of India, 1 Nominee of NER state government and 5 Independent Directors.

(II) Non-Executive Director’s Compensation & Disclosures:

The Company pays sitting fees to Non-Executive Independent Directors.

(III) Board Meetings, Committee Meetings & Procedures:

  • Minimum four Board Meetings are held in each year. Apart from the four scheduled Board Meetings, additional Board Meeting can be convened by giving appropriate notice. In case of business exigencies or urgency of matters, resolution is passed by circulation.
  • The Board of Directors is given presentation covering Project Implementation and operations of the Company at each Board Meeting. The information is being placed before the Board in accordance to DPE guidelines. The Company has held at-least one Board Meeting in each quarter of the year.
  • The Board of Directors also reviews from time to time legal compliance report presented by the Company Secretary.

2. Code Of Conduct :

The Company is committed to conducting business in accordance with the highest standard of business ethics and complying with applicable laws, rules and regulations.

Code of Conduct - Click on the link for details

3. Risk Management Policy :

The Board of Directors in its 175th Board Meeting held on 28.06.2010 approved the Risk Management Policy. The Risk Management Policy was implemented w.e.f. the year 2011-12. Subsequently, considering the changes in dynamic business environment, it was decided to review the Risk Management Policy thoroughly and framed a new policy by engaging a consultant. Accordingly, a new policy was formulated and the same was approved by the Board of Directors in its 220th Board Meeting held on 15.02.2016. Further, considering the proposal for further modification, the Board of Directors in its 251st Board Meeting held on 10.05.2019 approved the Amended Risk Management Policy.

4. Training Of Board Members :

The Board members are provided necessary documents / brochures, reports and internal policies to enable them to familiarize with company’s procedure and practice.

5. Audit Committee

The Audit Committee was constituted in the year 2001. The meetings are also attended by Director (Finance), Head of the Internal Audit and Statutory Auditors as Special Invitees. The Company Secretary acts as the Secretary to the Committee

The minutes of the Audit Committee are placed before the Board for information. The terms of reference of the Audit Committee as under:-

Click here for details 

6. Directors Remuneration

The company being a Central Public Sector Undertaking, the appointment, tenure and remuneration of Directors are decided by the President of India. Hence, the Board does not decide remuneration of the Directors. Independent Directors are paid only sitting fees at rate fixed by the Board for attending the Board Meetings as well as Committee Meetings. The sitting fee for attending meetings of the Board and Committees thereof has been enhanced from Rs.15,000/- to Rs.20,000/- w.e.f. 11.06.2013.

7. Disclosures:

The details of the Related Party Disclosure are included in notes forming part of the Accounts as per Ind AS-24. The Company has been particular in adhering to the provisions of the laws and guidelines of regulatory authorities.

8. General Body Meeting

The date, time and location of any Annual General Meeting is an internal matter decided upon in accordance with the Company's Act and Articles of the Company.

9. Shareholders Information:

NEEPCO is a Wholly Owned Subsidiary of NTPC Limited wherein 100% (Hundred Percent) equity shares of the Company are held by NTPC Limited. Therefore, no pattern of distribution of shareholdings is given.