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.

NEEPCO firmly believes in the importance of good Corporate Governance in the conduct of its affairs. It stresses in increasing efficiency along with adequate control systems in its operations. The Audit Committee reviews all financial statements before placing it to the Board on a quarterly basis. The Annual Report along with various other communications are hosted on the website for information of the public at large.

NEEPCO management acts in the best interest of all its stakeholders at all times and has adopted good Corporate Governance practices to benefit all 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 & Particulars of Directors

(I) Composition of Board:

The Board of Directors of the Company (“the Board”) consists of Whole Time Directors, Nominee Directors of NTPC, Government Nominee Director(s) and 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 the applicable 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 FOR BOARD MEMBERS- Click on the link for details
• CODE OF CONDUCT FOR SENIOR MANAGEMENT PERSONNEL - Click on the link for details

3. Risk Management Policy :

NEEPCO recognizes that it is exposed to several uncertainties, which is inherent for the power sector that it operates in. The volatility of the power sector affects the financial and non-financial results of the business. To increase confidence in the achievement of organization’s objectives, NEEPCO has developed a Risk Management
Policy to remain a competitive and sustainable organization and enhance its operational effectiveness. The copy of the Risk Management Policy is enclosed. 

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. The Independent Directors also attend the Orientation Programme as conduct by Department of Public Enterprises.

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 Audit Committee regularly reviews all financial statements before placing it to the Board of Directors. Meetings with the Statutory Auditors and Internal Auditors are regularly held to ensure adequacy of audit and internal control systems.

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

TERMS OF REFERENCE OF AUDIT COMMITTEE

6. Directors Remuneration:

NEEPCO being a Government Company the appointment, tenure and remuneration of Directors are decided by the Govt. 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 Independent Directors are paid a sitting fee as per the limit as decided by the Board, for attending meetings of the Board and Committees thereof.

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.