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CORPORATE GOVERNANCE Subex Limited
CORPORATE GOVERNANCE Subex Limited
GOVERNANCE
Corporate Governance is about commitment to values and ethical business conduct. It is
about how an organization is managed. Therefore, situation, performance, ownership and
governance of the Company are equally important with respect to the structure, activities and
policies of the organization. Consequently, the Organization is able to attract investors and
enhance the trust and confidence of the stakeholders.
Subex Limited’s (“Subex/the Company”) compliance with the Corporate Governance
guidelines as stipulated by the stock exchanges and Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI (LODR),
Regulations, 2015”] is described in this section. The Company believes that sound Corporate
Governance is critical to enhance and retain investor’s trust. Subex respects minority rights in
its business decisions.
During the year, Mr. Anil Singhvi was appointed as the Chairman of the Company with
effect from May 25, 2017. Further, Mr. VinodKumar Padmanabhan, the Chief Operating
Officer and Mr. Ashwin Chalapathy, the Chief Technology Officer and Head of Service
Delivery were appointed as Whole-Time Directors of the Company
on May 25, 2017 as well.
Ms. Nisha Dutt, Independent Director was appointed as the Chairperson of the Nomination &
Remuneration Committee with effect from May 25, 2017.
Mr. Ganesh K V ceased to be the Chief Financial Officer and Company Secretary with effect
from June 15, 2017 consequent to his resignation from the Company. Ms. Mehernaz Dalal
who was heading the corporate function was appointed as the Chief Financial Officer of the
Company with effect from June 15, 2017. Further, Mr. Arjun Makhecha was appointed as the
Acting Company Secretary with effect from June 15, 2017.
Pursuant to the restructuring of the business of the Company, the Revenue Maximization
Solutions business was contributed to Subex Assurance LLP and the Subex Secure and
Analytics solutions and related businesses was contributed to Subex Digital LLP. Consequent
to such business restructuring Mr. Vinod Kumar Padmanabhan and Mr. Ashwin Chalapathy
were appointed in Subex Assurance LLP and they continued as Non- Executive and
Non-Independent Directors on the Board of the Company with effect from November 01,
2017 being the effective date of such business restructuring.
The Board at its meeting held on October 04, 2017 based on the recommendation of the
Nomination & Remuneration Committee re-appointed Mr. Surjeet Singh as the Managing
Director and CEO of the Company for the period from October 05, 2017 until March 31,
2018. On account of completion of tenure of Mr. Surjeet Singh as Managing Director and
CEO of the Company, he ceased to be a member of the Board and all the Committees.
In view of the completion of tenure of Mr. Surjeet Singh as the Managing Director and CEO
of the Company on March 31, 2018 and based on the recommendation of the Nomination &
Remuneration Committee, the Board at its meeting held on March 21, 2018 appointed Mr.
Vinod Kumar Padmanabhan as the Managing Director and CEO of the Company with effect
from April 01, 2018.
The Board at its meeting held on May 04, 2018 took note of the resignation tendered by Mr.
Ashwin Chalapathy from the Board of Subex and its subsidiaries with effect from May 04,
2018. The Board appointed Mr. Vinod Kumar Padmanabhan as a member on the Audit
Committee, Stakeholders’ Relationship Committee and Corporate Social Responsibility
Committee with effect from April 01, 2018.
Details of the composition of the Board of Directors and their attendance and other
particulars are given below.
Attendance of Directors at the Board Meetings and the Last AGM and Details about
Directorships and Memberships in Committees as on March 31, 2018
DIRECTOR POSITI NO. OF NO. LAST NO. OF NO. OF NO. OF
S ON BOARD OF AGM DIRECTOR BOARD/COMMI BOARD/COMMI
MEETI BOA ATTENDE SHIP IN TTEES IN TTEES IN
NGS RD NCE PUBLIC WHICH THE WHICH THE
HELD OF COMPANIE DIRECTOR IS DIRECTOR IS
MEE S CHAIRMEN MEMBER
TIN
GS
ATT
END
ED
MR. Managin 10 6 YES 2 - 2
SURJEET g
SINGH Director
and
Chief
Executiv
e Officer
MR. ANIL Independ 10 10 YES 7 2 3
SINGHVI ent
Director
MS. NISHA Independ 10 8 YES 1 - 2
DUTT ent
Director
MS. Independ 10 10 YES 1 - 1
POORNIM ent
A PRABHU Director