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  • CORPORATE GOVERNANCE Subex Limited

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    Bhawana Salone
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    The document discusses the company's philosophy on corporate governance which is based on commitment to values, ethical conduct, and transparency. It aims to achieve high accountability and ensure the rights of shareholders. The board of directors is described, including its composition of 6 members, 1 executive director, 2 non-executive directors, and 3 independent directors. There were changes to board and management positions during the year.

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    CORPORATE GOVERNANCE subex limited

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    The document discusses the company's philosophy on corporate governance which is based on commitment to values, ethical conduct, and transparency. It aims to achieve high accountability and ensure the rights of shareholders. The board of directors is described, including its composition of 6 members, 1 executive director, 2 non-executive directors, and 3 independent directors. There were changes to board and management positions during the year.

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    © All Rights Reserved
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    65 views4 pages

    CORPORATE GOVERNANCE Subex Limited

    Uploaded by

    Bhawana Salone
    The document discusses the company's philosophy on corporate governance which is based on commitment to values, ethical conduct, and transparency. It aims to achieve high accountability and ensure the rights of shareholders. The board of directors is described, including its composition of 6 members, 1 executive director, 2 non-executive directors, and 3 independent directors. There were changes to board and management positions during the year.

    Copyright:

    © All Rights Reserved
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    of 4

    COMPANY’S PHILOSOPHY ON CODE OF CORPORATE

    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.

    The Company’s Corporate Governance philosophy is based on the following principles:


    • Satisfy the spirit of the law and not just the letter of the law
    • Be transparent and maintain high degree of disclosure levels
    • Communicate externally, in a truthful manner, about how the
    Company is run internally
    • Comply with the laws in all the countries in which the Company
    Operates

    Subex is committed to good Corporate Governance practices. Consistent with this


    commitment, Subex seeks to achieve a high level of responsibility and accountability in its
    internal systems and policies. Subex respects the inalienable rights of the shareholders to
    information on the performance of the Company. The Company ensures, among others, the
    accountability of the Board of Directors and the importance of its decisions to all its
    participants viz.,customers, employees, investors, regulatory bodies etc.
    BOARD OF DIRECTORS
    As on March 31, 2018, the Board of Directors of Subex Limited comprises 6 directors out of
    which 1 is an Executive Director, 2 are Non-Executive Directors and 3 are Independent
    Directors.

    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.

    Composition and Category of Directors as on March 31, 2018

    CATEGORY NO. OF DIRECTOR PERCENTAGE


    Independent director 3 50
    Executive director 1 17
    Non executive director 2 33
    Total 6 100

    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

    MR. VINOD Non- 9 6 YES 1 - -


    KUMAR Executiv
    PADMANA e, Non-
    BHAN Independ
    ent
    Director
    MR. Non- 9 7 YES 1 - -
    ASHWANI Executiv
    CHALAPA e, Non-
    THY Independ
    ent
    Director

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