Investors

COMPOSITION OF COMMITTEES OF THE BOARD OF DIRECTORS OF NTPC

(i) AUDIT COMMITTEE

The constitution, quorum, scope, etc. of the Audit Committee is in line with the Companies Act, 2013, provisions of the SEBI (Listing Obligations and Disclosure Requirements) Requirements, 2015 and Guidelines on Corporate Governance as issued by Department of Public Enterprises, Govt. of India.

Scope of Audit Committee:

  1. Before commencement of Audit, discussion with the auditors about the nature and scope of audit; and after the completion of Audit, deliberation on area of concern.
  2. Provide an open avenue of communication between the independent auditors, internal auditors and the Board of Directors.
  3. Approval or any subsequent modification of transactions of the company with related parties
  4. Scrutiny of inter-corporate loans and investments
  5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
  6. Reviewing, with the management, the annual financial statements and draft auditor’s report thereon before submission to the board for approval, with particular reference to:
    • Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
    • Changes, if any, in accounting policies and practices and reasons for the same;
    • Major accounting entries involving estimates based on the exercise of judgment by management;
    • Significant adjustments made in the financial statements arising out of audit findings;
    • Compliance with listing and other legal requirements relating to financial statements;
    • Disclosure of related party transactions;
    • Qualifications in the draft audit report.
  7. Noting the appointment and removal of independent auditors. Recommending audit fee of independent auditors and also approval for payment for any other service.
  8. Recommending to the Board the appointment and remuneration of the cost auditors of the Company.
  9. Review of observations of C&AG including status of Government Audit paras.
  10. Reviewing with the management, statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue etc.), statement of funds utilised for purposes other than those stated in the offer documents/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter.
  11. Valuation of undertakings or assets of the company, wherever it is necessary
  12. Evaluation of internal financial controls and risk management systems.
  13. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.
  14. To review the functioning of the Whistle Blower mechanism.
  15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
  16. To review the follow up action taken on the recommendations of Committee on Public Undertakings (COPU) of the Parliament.
  17. Review of:
    • Management discussion and analysis of financial condition and results of operations;
    • Management letters/ letters of internal control weaknesses; issued by the statutory auditors
    • Internal Audit Reports relating to internal control weaknesses.
  18. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
  19. Review with the independent auditor the co-ordination of audit efforts to assure completeness of coverage, reduction of redundant efforts and the effective use of all audit resources.
  20. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
  21. Consider and review the following with the independent auditor and the management:
    • The adequacy of internal controls including computerized information system controls and security, and
    • Related findings and recommendations of the independent auditor and internal auditor, together with the management responses.
  22.  Consider and review the following with the management, internal auditor and the independent auditor:
    • Significant findings during the year, including the status of previous audit recommendations.
    • Any difficulties encountered during audit work including any restrictions on the scope of activities or access to required information.
  23. Review of appointment and removal of the Chief Internal Auditor.
  24. Reviewing, with the management, the performance of the internal auditors and of the independent auditors and effectiveness of the audit process.
  25. Review of internal audit observations outstanding for more than two years.
  26. Any matter referred to it by the Board or any other terms of reference as amended by the Companies Act, 2013 & rules made thereunder, the Listing Regulations, 2015 and Guidelines issued by DPE.

Director (Finance), Head of Internal Audit Department and the Statutory Auditors are invited to the Audit Committee Meetings for interacting with the members of the Committee. Besides, Cost Auditors of the Company are also invited to the meetings of the Audit Committee as and when required. Senior functional executives are also invited as and when required to provide necessary inputs to the Committee.

The Company Secretary acts as the Secretary to the Committee.

CONSTITUTION:
Designation Name of the Director
1 Independent Director SH. RAJESH JAIN
2 Government Nominee Director DR. PRADEEP KUMAR
3 Independent Director DR. (MRS.) GUARI TRIVEDI
4 Independent Director SH. SEETHPATHY CHANDER

(ii) CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY COMMITTEE:

This Committee has been reconstituted as per the requirements of Section 135 of the Companies Act, 2013. This Committee is constituted to formulate and recommend to the Board, Corporate Social Responsibility Policy as per Schedule VII of the Companies Act, 2013 as amended from time to time; to recommend the amount of expenditure to be incurred on the activities specified in the CSR Policy; to monitor the Corporate Social Responsibility Policy of the company from time to time; and any other matter as the Board may delegate from time to time.

This Committee formulates and recommend to the Board CSR Policy (including sustainable development) from time to time.

CONSTITUTION:
Designation Name of the Director
1 Chairman & Managing Director SH. GURDEEP SINGH, CHAIRMAN
2 Director (Human Resources) SH. S. ROY
3 Director (Finance) SH. KULAMANI BISWAL
4 Government Nominee Director DR. PRADEEP KUMAR
5 Independent Director DR. (MRS.) GUARI TRIVEDI

(iii) STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The scope of the Committee is to consider and resolve the grievances of security holders of the Company inter-alia including transfer of shares, non-receipt of balance sheet, non-receipt of declared dividend etc.

CONSTITUTION:
Designation Name of the Director
1 Independent Director SH. RAJESH JAIN
2 Director (Human Resources) SH. S. ROY
3 Director (Finance) SH. KULAMANI BISWAL
4 Independent Director DR. (MRS.) GUARI TRIVEDI

(iv) REMUNERATION COMMITTEE FOR PRP

Our Company, being a Central Public Sector Undertaking, the appointment, tenure and remuneration of Directors are decided by the President of India. However, as per the provisions of the DPE Guidelines, a Remuneration Committee was constituted to decide the annual bonus/variable pay pool and policy for its distribution within the prescribed limits.

This Committee has now been rechristened as Remuneration Committee for PRP (Performance Related Pay) after constitution of Nomination and Remuneration Committee as per Section 178 of the Companies Act, 2013 and as per Regulation 19 of the Listing Regulations, 2015.

Director (Human Resources) and Director (Finance) are the permanent invitees to the Meeting of the Remuneration Committee.

CONSTITUTION:
Designation Name of the Director
1 Government Nominee Director DR. PRADEEP KUMAR
2 Independent Director SH. SEETHPATHY CHANDER
3 Independent Director DR. (MRS.) GUARI TRIVEDI
4 Independent Director SH. RAJESH JAIN

(v) NOMINATION AND REMUNERATION COMMITTEE

The terms of the reference of Nomination and Remuneration Committee is to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director’s performance, formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommending policy relating to remuneration of the Directors, key managerial personnel and other employees and to devise a policy on Board diversity.

NTPC, being a Government Company, its Directors (whether executive or non-executive) are appointed by the President of India as per the Articles of Association of the Company. The appointment of the Functional and Independent Directors is made on the basis of the approval of the Appointment Committee of the Cabinet. The remuneration of employees of CPSEs is decided by the Department of Public Enterprises and evaluation of the performance of Functional Directors is made by CMD and Secretary of the concerned Administrative Ministry as per DPE Guidelines and that of the Chairman is made by the Secretary of the Administrative Ministry and the Concerned Minister. The evaluation of the performance of the Board is done by the MOU Task Force of the DPE, GOI annually while evaluating the performance of the Company vis-à-vis the targets set out. Thus, there may be practical difficulty in implementing the scope of this Committee.

Ministry of Corporate Affairs, through notification dated 05.06.2015, had exempt the Government Companies from applicability of Section 178 of the Companies Act, 2013 except with regard to appointment of senior management and other employees. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has not exempted the Government Companies from applicability of Regulation 19 of Listing Regulations, 2015.

Chairman of the Committee is senior most Independent Director present in the Meeting.

CONSTITUTION:
Designation Name of the Director
1 Chairman & Managing Director SH. GURDEEP SINGH
2 Independent Director SH. SEETHPATHY CHANDER
3 Independent Director DR. (MRS.) GUARI TRIVEDI
4 Independent Director SH. RAJESH JAIN

(vi) RISK MANAGEMENT COMMITTEE

Pursuant to Regulation 21 of the Listing Regulations, 2015, Risk Management Committee has been constituted to finalise risk assessment under the Risk Management Framework; monitor and review risk management plan/ framework as approved by the Board and earlier assigned to Enterprise Risk Management Committee (ERMC); informing the Board about the risk assessed and action required to be taken/ already taken for mitigating the risks on quarterly basis by the Chief Risk Officer (CRO) and take up any other matter as directed by the Board from time to time.

With the constitution of Risk Management Committee, existing ERMC, which was an Senior Management level Committee, has ceased to exist. However, the Enterprise Risk Management Framework shall continue to exist as before. This framework is reviewed periodically by the Board.

CONSTITUTION:
Designation Name of the Director
1 Director (Technical) SH. A.K. JHA
2 Director (Projects) SH. S.C. PANDEY
3 Director (Operations) SH. K.K. SHARMA
4 REGIONAL EXECUTIVE DIRECTOR – COAL MINING* SH. SHARAD ANAND
5 GENERAL MANAGER (I/C)- CORPORATE PLANNING SH. P. PURKAYASTHA

*Any other Senior Management Personnel / Group General Manager or General Manager (Incharge of the Department) as may be nominated by the Chairman & Managing Director. Further, Regional Executive Director (s)/ Executive Director (s)/ Functional Head at the level of Group General Manager/ General Manager shall be special invitees to the Meetings of the Risk Management Committee, on case to case basis, based on major risks identified and required to be reported/ taken care of.

(vii) CONTRACTS SUB-COMMITTEE

This Committee approves award of works or purchase contracts or incurring commitments of value exceeding ₹ 250 crore but not exceeding ₹ 500 crore, Consultancy assignments including foreign consultancy assignments exceeding ₹ 5 crore each and Appointment of Sponsor/ Agents for Overseas Consultancy Assignments involving sponsorship/ agency commission exceeding ₹ 5 crore each.

CONSTITUTION:
Designation Name of the Director
1 Chairman & Managing Director SH. GURDEEP SINGH - CHAIRMAN
2 Director (Technical) SH. A.K. JHA
3 Director (Projects) SH. S.C. PANDEY
4 Director (Finance) SH. KULAMANI BISWAL
5 Government Nominee Director DR. PRADEEP KUMAR
6 Government Nominee Director SH. ANIRUDDHA KUMAR
7 Independent Director DR. (MS.) GAURI TRIVEDI

Director (Operations) is the additional member for all matters relating to award of contracts for import of coal.

(viii) PROJECT SUB-COMMITTEE

This Committee examines and makes recommendations to the Board on proposals for Investment in New/Expansion Projects and approves Feasibility Reports of new projects.

CONSTITUTION:
Designation Name of the Director
1 Director (Technical) SH. A.K. JHA
2 Director (Projects) SH. S.C. PANDEY
3 Director (Finance) SH. KULAMANI BISWAL
4 Director (Operations) SH. K.K. SHARMA
5 Government Nominee Director DR. PRADEEP KUMAR
6 Independent Director SH. RAJESH JAIN

(ix) COMMITTEE OF FUNCTIONAL DIRECTORS FOR CONTRACTS

This Committee has been constituted for award of works or purchase contracts or incurring of commitments exceeding Rs. 150 crore but not exceeding Rs. 250 crore.

CONSTITUTION:
Designation Name of the Director
1 Chairman & Managing Director SH. GURDEEP SINGH
2 Director (Technical) SH. A.K. JHA
3 Director (Commercial) SH. A.K. GUPTA
4 Director (Human Resources) Shri S. ROY
5 Director (Projects) SH. S.C. PANDEY
6 Director (Finance) SH. KULAMANI BISWAL
7 Director (Operations) SH. K.K. SHARMA

The Chairman & Managing Director, Director (Finance), Director (Technical) and Director (Projects) for contracts related to construction projects shall constitute the quorum for meeting of the Committee. The Chairman & Managing Director, Director (Finance), Director (Technical) and Director (Operations) for contracts related to operating stations shall constitute the quorum for meeting of the Committee.

(x) COMMITTEE FOR ALLOTMENT AND POST-ALLOTMENT ACTIVITIES OF NTPC’S SECURITIES

The Committee has been constituted for Allotment and Post-Allotment activities of Company’s Securities. The scope of work of this committee is to approve allotment, issue of Certificate/Letter of allotment, transfer, transmission, re-materialisation, issue of duplicate certificates, consolidation/split of NTPC’s domestic and foreign Securities.

CONSTITUTION:
Designation Name of the Director
1 Director (Finance) / Director (Operations) SH. K.BISWAL / SH: K.K. SHARMA
2 Director (Commercial) / Director (Human Resources) SH. A.K. GUPTA/ SH. S. ROY
3 Director (Technical) / Director (Projects) SH. A.K. JHA / SH. S.C. PANDEY

Senior most Member shall be the Chairman of the Meeting.

(xi) COMMITTEE FOR VIGILANCE MATTERS

This Committee has been constituted to examine all the petitions which are submitted before the Board as appellate/ reviewing authority in terms of CDA rules. It also reviews other major complaints as referred to it from time to time other than complaints registered under whistle blower mechanism under purview of Chief Vigilance Officer.

CONSTITUTION:
Designation Name of the Director
1 Director (Human Resources)* SH. S. ROY
2 Independent Director DR. (MRS.) GUARI TRIVEDI
3 Independent Director SH. RAJESH JAIN
4 CVO SH M. RAMA PRASAD RAO (In case of Vigilance cases, Chief Vigilance Officer is co-opted).

*In case where Director (HR) has acted as a Disciplinary Authority, any other whole-time Director to be decided by the Chairman & Managing Director on case to case basis.

(xii)EXCHANGE RISK MANAGEMENT COMMITTEE

This Committee has been constituted to review the foreign currency loan portfolio, hedged and un-hedged exposures and effectiveness of hedging strategy, approve amendments in Exchange Risk Management Policy, new instruments etc.

CONSTITUTION:
Designation Name of the Director
1 Chairman & Managing Director SH. GURDEEP SINGH, CHAIRMAN
2 Director (Commercial) SH. A.K. GUPTA
3 Director (Finance) SH. KULAMANI BISWAL
4 Government Nominee Director DR. PRADEEP KUMAR
5 Independent Director SH. SEETHPATHY CHANDER
6 Independent Director DR. (MRS.) GUARI TRIVEDI

In the absence of Director (Commercial), either Director (Technical) or Director (Operations) shall be the Member of the Meeting.

(xiii) COMMITTEE ON MANAGEMENT CONTROLS

On being conferred enhanced autonomy by the Government of India under ‘Navratna/ Maharatna Guidelines’, this committee was constituted for establishing transparent and effective system of internal monitoring. This Committee, inter alia, reviews the Management Control Systems, significant deviations in project implementation and construction, operation and maintenance budgets etc. It also reviews and approves the manual/ criteria for various systems of the organisation from time to time.

CONSTITUTION:
Designation Name of the Director
1 Director (Finance) SH. KULAMANI BISWAL
2 Director (Operations) SH. K.K. SHARMA
3 Government Nominee Director DR. PRADEEP KUMAR
4 Independent Director SH. SEETHPATHY CHANDER