ZEE Entertainment

Board Meetings

Corporate Governance

Composition and Category of Directors

ZEE has a balanced Board with combination of Executive and Non-Executive Directors to ensure independent functioning and the current composition of the Board is in conformity with Regulation 17(1) of Listing Regulations. Independent Directors of the Company provide appropriate annual certifications to the Board confirming satisfaction of the conditions of their being independent as laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) Listing Regulations.

Composition of the Board as at the close of March 31, 2016
Category of Directors No of Directors Percentage to total no of Directors
Executive Director(s) 1
12.5%
Non-Executive Independent Directors 4
50%
Other Non-Executive Directors 3
37.5%
TOTAL 8
100%

During the financial year under review, 6 (six) meetings of the Board were held on May 21, 2015, July 15, 2015, October 14, 2015, January 15, 2016, March 14, 2016 and March 29, 2016. The annual calendar of meetings is broadly determined at the beginning of each financial year.

Particulars of Directors, their attendance at the Annual General Meeting and Board Meetings detailed above held during the Financial Year 2015-16 and also their other Directorships/ Chairmanship held in Indian Public Companies and Membership/Chairmanship of various Board Committees of other Indian Public Companies as at March 31, 2016 are as under:


Name of Directors Attendance at No of Directorship in other public companies as No of Committee positions held in other public companies as
Board Meeting (Total 6 Meetings) 30st AGM held on 15.07.15 Member Chairman Member Chairman
Non-Executive Independent Director
Sunil Sharma 5 Yes - - - -
Neharika Vohra 5
No -
- - -
Manish Chokhani
6
Yes4-6
2
Adesh Kumar Gupta
3
NA
1
-
1
-
Gulam Noon
0
No - - - -
Promoter Non-Executive Director
Ashok Kurien 6
No
1 - 1 1
Subhash Chandra 3
Yes 4
2
3
1
Subodh Kumar 5
Yes 4
-
-
-
Punit Goenka 5
Yes 6
- 2
1

Notes
1. Mr Adesh Kumar Gupta was appointed as an Additional Director in the category of Independent Director effective December 30, 2015.
2. Lord Gulam Noon expired on October 27 2015
3. Mr. Subodh Kumar resigned from his Executive position and continues as Non-Executive Director effective October 16, 2015.

None of the directors of the Company are related inter-se except for Dr Subhash Chandra, Non-Executive Chairman, who is the father of Mr Punit Goenka, Managing Director and CEO of the Company.
None of the Directors of the Company hold any securities of the Company, except Mr. Adesh Kumar Gupta.

BOARD PROCEDURE


The Board Meetings of the Company are governed by a structured agenda. The Board meetings are generally held at the Registered and Corporate office of the Company at Mumbai. The Company Secretary in consultation with Chairman, and the Managing Director & Chief Executive Officer finalizes the agenda of the Board meetings. All major agenda items, backed up by relevant and comprehensive background information, are sent well in advance of the date of the Board meeting(s) to enable the Board members to take informed decision. Any Board Member may, in consultation with the Chairman and with the consent of all Independent Directors present at the meeting, bring up any matter at the meeting for consideration by the Board. Senior management personnel are invited from time to time to the Board meetings to make requisite presentations on relevant issues or provide necessary insights into the operations / working of the Company and corporate strategies.
The Board periodically reviews Compliance Reports in respect of various laws and regulations applicable to the Company.

BRIEF PROFILE OF THE DIRECTORS PROPOSED TO BE APPOINTED/REAPPOINTED AT THE ANNUAL GENERAL MEETING


Dr Subhash Chandra, 65, Non-Executive Chairman of the Company and promoter of the Essel Group of Companies is a self-made man who has consistently demonstrated his ability to identify new businesses and lead them on the path of success.


Dr. Chandra is rightly referred to as the Media Moghul. With his pioneering vision and entrepreneurial mindset to achieve growth, he revolutionized the television industry by launching the country’s first satellite television channel - Zee TV in 1992 and later the first private news channel Zee News.


For his contributions to the industry, Dr. Chandra has been awarded the International Emmy Directorate Award at 39th International Emmy Awards night in New York and has also been Honored with the Doctorate of Business Administration by the University of East London. Dr. Chandra’s immense contribution to the socio – economic wellbeing, was recognised by Canada India Foundation by honoring him with the Global Indian Award.


As at March 31, 2016, apart from the Company Dr Subhash Chandra holds directorship in five (5) other Indian Public Limited Companies viz. Essel Infraprojects Limited, Essel Propack Limited, Zee Media Corporation Limited, Essel Highways Limited and Essel Utilities Distribution Company Ltd. Dr. Subhash Chandra also holds directorship in a Section 8 Company viz., Adhikaar Foundation. Dr Chandra does not hold any securities of the Company in his name as at March 31, 2016.

Mr. Adesh Kumar Gupta, 59, Chartered Accountant, Company Secretary and AMP from Harvard is a professional with rich experience of over 35 years in Corporate Strategy, M&A, Business restructuring, Fund raising, Taxation etc. During his distinguished career of over 3 decades in Aditya Birla Group, Mr Adesh Kumar Gupta held various senior positions (including Board positions) in companies in varied business including Indian Rayon, Birla Global Finance, Aditya Birla Nuvo Ltd and Grasim Industries Ltd. Post his retirement as Whole-Time Director & CFO of Grasim Industries Ltd, Mr. Gupta ventured into Business Finance & Corporate Service space as Designated Partner of Progressive Consulting & Business Advisory LLP.


Mr Adesh Kumar Gupta was awarded with Best CFO award by ICAI, IMA and Business Today. He had also represented FICCI as a Member of NACAS (National Accounting and Auditing Standards) which was instrumental in setting up Accounting Standards in India.


Apart from being Designated Partner of Progressive Consulting & Business Advisory LLP, Mr. Adesh Kumar Gupta currently sits on the Boards of Aditya Birla Insurance Broker Ltd and Aditya Birla Trustee Company Pvt Ltd.


As at March 31, 2016, Mr Adesh Kumar Gupta holds 218 Equity Shares of Rs. 1 each (0.00%) and 4578 Preference Shares of Rs. 1 each (0.00%) of the Company

Prof. Sunil Sharma, 48, is a faculty at IIM Ahmedabad and did his Doctorate in Business Policy (Strategic Management). Prof. Sunil Sharma worked in Corporate Sector for 16 years before he shifted to academia and joined IIM Ahmedabad. His past corporate stints were with Mckinsey & Company, ONGC and NTPC. As a consultant he has advised organisations - both Indian and MNCs -operating in Oil & Gas, Telecom, Health and Mining Sectors in the areas of change management, organisation structure, cost optimisation, financial transformation, sales force productivity enhancement, strategy and leadership development and as a corporate professional, he has led teams in operations, maintenance, purchase, performance management and planning functions.


His research interests are in the areas of capability building, strategic decision making, entrepreneurship, risk and uncertainty, innovation, organisation, learning, leadership and management consulting. He has presented papers in leading international conferences and his work on capability building and growth challenges has been published in international journals.


Apart from the Company Prof. Sharma does not hold directorship in any other Indian Public Limited Companies. As on March 31, 2016, Prof. Sharma does not hold any securities of the Company.

Prof (Mrs) Neharika Vohra, 49, a Professor in Organisational Behaviour at IIM Ahmedabad, holds two post-graduate degrees and was first ranker in Graduation and Post-graduation in Psychology in India. She also holds Phd. in Social Psychology from University of Manitoba, Canada.


Prof (Mrs) Neharika Vohra has vast experience of over 24 years in MBA teaching, executive education, leadership development programs etc and has authored various books and research papers in top international journals such as Science, American Psychologist, and Journal of Personality and Social Psychology. She has been recipient of various awards and recognition in her professional field including ‘Best Teacher Award’ by University of Manitoba, ‘Young Psychologist Award’ by International Union of Psychologists. ‘Learning Luminary Award’ by OD Roundtable and ‘Woman Achievers Award’ by FICCI Ladies organisation.


Apart from the Company Prof (Mrs) Vohra does not hold directorship in any other Indian Public Limited Companies. As on March 31, 2016, Prof (Mrs) Vohra does not hold any securities of the Company