Corporate Governance

 

Corporate Governance Philosophy

Finolex Industries Limited is committed and always strives to achieve optimum performance at all levels by adhering to corporate governance practices. We maximize shareholder value while safeguarding and promoting the interests of other stakeholders and maintaining a commitment to ethics and code of conduct. We believe that our company shall go beyond adherence to regulatory framework. Our corporate structure, business, operations and disclosure practices have been strictly aligned to our Corporate Governance Philosophy. The Company believes that adherence to high standards of corporate governance is essential for sustained corporate growth. Our corporate governance practices believes are:

  • Fair and transparent business practices
  • Effective management control by Board
  • An optimum combination of promoter, executive, independent and women directors on the Board
  • Accountability for performance
  • Monitoring of executive performance by the Board
  • Compliance of laws
  • Transparent and timely disclosure of financial management information and performance.

 

Board of Directors (“the Board”):

The Board provides strategic direction to the company’s senior management and oversees the interests of all stakeholders. Finolex Industries Board consists of eminent individuals with diverse experience and expertise. 

The Company follows a Policy on Board Diversity and inducts eminent individuals from diverse fields as directors on its Board. The Board members possess expertise and insights in sectors/area relevant to the Company and have the ability to contribute to the Company’s growth.

The list of core skills/expertise/competencies identified by the Board is as under:

  1. Qualification, expertise and professional experience of the Directors in their respective fields;
  2. Financial Literacy;
  3. Leadership;
  4. Board service and governance; and
  5. Regulatory, administration and legal.

 

Committees of the board 

The Company has constituted different committees at the Board level to focus on crucial issues before placing the same before the Board for consideration.

 

Audit committee: 

The Audit Committee monitors the financial performance and internal controls of the company. The Audit Committee reviews financial results before placing them on the Board. It also reviews internal audit reports on a periodical basis through audit plans, audit findings and the promptness of issue resolution through follow-ups. All members of the Audit Committee are financially literate and have accounting or related financial management expertise.

 

Nomination and Remuneration Committee:

The Company recognizes the importance of attracting, retaining and motivating personnel of high calibre and talent for the purpose of ensuring efficiency and high standard in the conduct of its affairs and achievement of its goals besides securing the confidence of the shareholders in the sound management of the Company. For the purpose of attaining these ends, the Company has constituted a Nomination and Remuneration Committee which is entrusted with the task of devising a transparent, reasonable and fair policy of remuneration for its directors, key managerial personnel and other employees.

The responsibilities of the Committee include:

  • Formulating criteria for determining qualifications, positive attributes and independence of a Director, and recommending to the Board a policy relating to the appointment and remuneration for the Directors, key managerial personnel and other employees;
  • Formulating criteria and manner for effective evaluation of the performance of Independent Directors, Board and its committees and review its implementation and compliance;
  • Devising a policy that ensures the Board consists of diverse individuals;
  • Identifying persons who are qualified to become Directors and who may be appointed as part of the ‘senior management’ of the Company in accordance with the criteria laid down, and recommend to the Board the appointment and removal of such personnel;
  • Recommending extension or continuation of the term of appointment of the Independent Directors based on evaluation of their performance; and
  • Recommending to the Board, all remuneration, in whatever form, payable to senior management.

 

Risk Management Committee:

The Company has a robust risk management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The risk management committee is responsible for:

  • To review the risk management plan and policy at its meeting and inform the Board about the risk assessment and minimization procedure;
  • To monitor and review the risk management plan, cybersecurity and such other functions as may be delegated by the Board to the RMC and/or the Chairman and/or Managing Director as may be necessary for effective implementation of the Risk Management Plan/Policy; and
  • To take necessary actions on the matters delegated by the Board from time to time.

 

Corporate Social Responsibility Committee:

Our Corporate Social Responsibility (CSR) is driven by the principles laid by the Company’s founder, late Mr. Pralhad P. Chhabria – a man who believed that one has to look for opportunities to help people even if that service demands sacrifice.

Our endeavour to meaningfully contribute to society continues to drive us to be better. In partnership with Mukul Madhav Foundation (MMF), which has relentlessly worked on our behalf to carry out CSR activities, we have been able to help those who need us most. The Foundation has been working in the healthcare arena to provide financial assistance to patients, organize free health camps, offer infrastructure support to healthcare institutions and promote better health and hygiene practices. We also support education at all levels. Along with this, we also focus on areas like social and community welfare, Sanitation, water conservation and women empowerment. Our support is extended to frontline warriors, daily wage earners and migrant workers, the marginalized, flood victims, vulnerable children and senior citizens who are in need throughout the country.

The Board has constituted a Corporate Social Responsibility (CSR) Committee and also framed the corporate social responsibility policy.

Terms of reference of the Corporate Social Responsibility Committee are as follows:

  • Formulate and recommend to the Board a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 (the “Act”) as amended.
  • Recommend the amount of expenditure to be incurred on the activities referred to in above.
  • Monitor the Corporate Social Responsibility Policy of the Company from time to time.
  • Monitor and ensure that the surplus arising out of CSR projects or programs or activities shall not form part of the business profits of a Company.
  • Ensure that all the income generated by way of CSR activities is credited back to the CSR corpus.
  • Review and comply with the requirements of the provisions of the Act and rules made under and periodical disclosure requirements.

 

Share Transfer Committee:

The Committee is entrusted to: 

  • Consider and approve the transfer and transmission of securities i.e. shares, debentures and other security documents;
  • Consider and approve the issue of duplicate share certificates;
  • Consider and approve the split, consolidation of share/debenture certificates and issue fresh share certificates and debenture certificates;
  • Consider any other assignment as directed by the Board;
  • Consider and approve dematerialization and rematerialisation of securities; and
  • To take necessary actions on the matters delegated by the Board from time to time.

 

Finance Committee:

The Finance Committee is tasked with reviewing various financial proposals for financial investments, borrowings and giving recommendations to the Audit Committee/Board.

 

Code of Conduct and Ethics

The Company’s Code of Conduct provides guidelines to be followed by all members of the Board of Directors, Senior Management and employees to ensure the highest standards of professional conduct.

https://www.finolexpipes.com/wp-content/uploads/2015/08/Code-of-Conduct-Finolex-Industries-Limited.pdf

https://www.finolexpipes.com/wp-content/uploads/2020/06/Policies-Finolex-Industries-Limited-Final.pdf

 

Conservation of energy

The Company is committed to achieving the highest standards of environmental excellence by adopting environmentally sustainable and effective operating systems and processes. The Company has put in place the internationally acclaimed Environment Management System under ISO 14001 certification at Ratnagiri. The Company is in compliance with all applicable environmental regulations in respect of air, water, noise, hazardous waste, e-waste etc. to mitigate the potential environmental impact on society.

 

Recycling and Waste management:

The Company has successfully achieved its goal for zero discharge of its treated effluent, by recycling close to 50% back in the system and by using the remaining for irrigation of tree plantation within the plant premises. The pipes and fittings manufacturing plants do not generate any process effluents and are free from pollution. The company has also taken initiative for rainwater harvesting.

https://www.finolexpipes.com/wp-content/uploads/2017/02/SAFETY-HEALTH-AND-ENVIRONMENT-POLICY.pdf

Disclaimer

Finolex Industries Limited endeavours to ensure that the data and other material in this section are correct and complete, but does not accept liability for any error made or omission from this section. We take every care and precaution to ensure that information published is accurate when posted and regularly updated, but we do not guarantee its accuracy and we may change the information at any time without notice. We publish this data "as is" without any warranty of any kind, express or implied. Finolex Industries Limited shall not be liable for any claims or losses of any nature, arising indirectly or directly from use of the data or material on this section or unauthorized access to this section or otherwise howsoever arising (except to the extent required by law). The information contained in the Key Financial Statistics, Interactive Charts or Share Prices and Graphs is not an invitation to invest in the shares, or any other products or services or otherwise deal in these or enter into a contract with Finolex Industries or any other company. The information provided should not be relied upon in connection with any investment decision. You must take appropriate steps to verify this information before acting upon it. The past performance of "Finolex Industries" cannot be relied upon as a guide to its future performance. The price of shares and the income derived from them can go down as well as up and investors may not recoup the amount originally invested.The information in the Share Prices and Graphs is displayed at a lag of around 30 minutes. You may print copy of parts of the information in this section as you may reasonably require for your own personal use provided that any copy has attached to it any relevant proprietary notices and/or disclaimers. Statements in this section describing the Company's objectives, projections, estimates, expectations may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include, among others, economic conditions affecting demand / supply and price conditions in the domestic and overseas markets in which the Company operates, changes in Government regulations, tax laws and other statutes and incidental factors.


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