| Composition and Category of Directors |
| |
| ZEE has a balanced Board with combination of Executive and Non-Executive Directors, to ensure independent functioning and the composition of the Board is in conformity with Clause 49 (I) (A) of the Listing Agreement. Non-Executive Directors include independent professionals with experience in business, finance, taxation, technology and media. 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 Clause 49. |
| |
| Composition of the Board as on March 31, 2011 |
| Category of Directors |
No. of Directors |
Percentage to total No. of Directors |
| Executive Directors |
1 |
11% |
| Non-Executive Independent Directors |
6 |
67% |
| Other Non-Executive Directors |
2
|
22% |
| Total |
9
|
100% |
|
| |
| Particulars of Directors, their attendance at the Annual General Meeting and Board Meetings, mentioned herein above, held during the Financial year 2010-11 and also their other Directorships held in Public Companies (excluding Foreign Companies and Section 25 Companies) and Membership of other Board Committees (excluding Remuneration Committee) as at March 31, 2011 are as under: |
| Name of Director |
Category |
Attendance at |
No. of Directorship
of other public companies |
No of Committee
positions held
in other public
companies |
Board Meetings
(Total 9 Meetings) |
28th AGM
held on 29.10.10 |
Member |
Chairman |
Member |
Chairman |
| Ashok Kurien |
Promoter - Non- Executive |
8 |
Yes |
2 |
- |
1 |
1 |
| *B. K. Syngal |
Independent -Non- Executive |
5 |
Yes |
NA |
NA |
NA |
NA |
| Gulam Noon |
Independent - Non-Executive |
3 |
Yes |
- |
- |
- |
- |
| #Laxmi N. Goel |
Promoter - Non-Executive |
1 |
No |
NA |
NA |
NA |
NA |
| M. Y. Khan |
Independent - Non-Executive |
7 |
No |
2 |
- |
- |
- |
| *N. C. Jain |
Independent -Non-Executive |
9 |
Yes |
NA |
NA |
NA |
NA |
| Rajan Jetley |
Independent - Non-Executive |
7 |
Yes |
- |
- |
- |
- |
| R. Vaidyanathan |
Independent - Non-Executive |
8 |
Yes |
5 |
- |
1 |
- |
| Subhash Chandra |
Promoter - Non-Executive |
5 |
Yes |
1 |
4 |
- |
- |
| Punit Goenka |
Promoter - Executive |
8 |
Yes |
10 |
- |
1 |
- |
|
| |
| *Mr. B K Syngal and Mr. N C Jain resigned from the Bord as at the close of March 31, 2011, in keeping with the spirit of 'term' of the Independent Directors. |
| #Register as Director w.e.f. September 30, 2010 |
| |
| Board Meetings & Procedures |
| During the financial year under review, 9 meetings of the Board were held on April 20, 2010, April 29, 2010, July 20, 2010, September 23, 2010, October 28, 2010, December 21, 2010, January 14, 2011, February 11, 2011 and March 23, 2011. The intervening period between any two Board Meetings were well within the maximum time gap of 4 months prescribed under Clause 49 of the Listing Agreement. The annual calendar of meetings is broadly determined at the beginning of each year. The Board meets atleast once a quarter to review the quarterly performance and financial results of the Company. |
