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 Agreements. Non-Executive Directors include independent professionals with experience in business, finance, 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, 2012

Category of Directors	No. of Directors	Percentage to total No. of Directors
Executive Directors(s)	1	17%
Non-Executive Independent Directors	3	50%
Other Non-Executive Directors	2	33%
Total	6	100%

Particulars of Directors, their attendance at the Annual General Meeting and Board Meetings mentioned hereinabove held during the Financial year 2011-12 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, 2012 are as under:

Name of Director	Attendance at		No. of Directorship in other public companies as		No of Committee positions held in other public companies as
Name of Director	Board Meetings (Total 9 Meetings)	29th AGM held on 10.08.11	Member	Chairman	Member	Chairman
Non- Executive Independent Director
Gulam Noon	3	No	-	-	-	-
M. Y. Khan	6	Yes	4	-	-	-
R. Vaidyanathan	6	Yes	4	-	1	-
Rajan Jetley*	1	NA	-	-	-	-
Promoter Non- Executive Director
Ashok Kurien	6	Yes	1	-	1	1
Subhash Chandra	4	Yes	1	4	-	-
Executive Director
Punit Goenka	6	Yes	9	-	1	-

#Register as Director w.e.f. September 30, 2010

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 finalises 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, bring up any matter at the meeting for consideration by the Board. Senior management personnel are invited 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 of the Company to be re-appointed at the Annual General Meeting

Mr. Subhash Chandra, Chairman of Zee Entertainment Enterprises Limited (ZEE) and promoter of the Essel Group of Companies is among the leading lights of the Indian industry. A self-made man, Mr. Chandra has consistently demonstrated his ability to identify new businesses and lead them on the path to success.

Mr. Chandra who is referred to as the Media Moghul of India, revolutionised the television industry by launching the country's first satellite Hindi channel Zee TV in 1992 and later the first private news channel, Zee News. The ZEE Network today has over 650 million viewers in 168 countries. His bouquet of businesses includes television networks (ZEE & ZNL), a newspaper chain (DNA), cable systems (Wire and Wireless), Direct-to-Home (Dish TV), Satellite Communications (Agrani and Procall), Theme parks (EsselWorld and Water Kingdom), Online gaming (Playwin), Education (Zee Learn), Flexible packaging (Essel Propack), Infrastructure development (Essel Infraprojects) and Family Entertainment centres (Fun Cinemas). Credited with tremendous business astuteness, Mr. Chandra has charted a course of growth and success, unparalleled in business history. All of REPORT ON CORPORATE GOVERNANCE 63 ZEE Entertainment enterprises limited Mr. Chandra's ventures are path-breaking in nature, be it the Essel Propack, which is the largest speciality packaging company in the world; Asia's largest amusement park Essel World; or the first satellite television in India (Zee TV).

Mr. Chandra has been recipient of numerous industry awards and civic honors including (a) Entrepreneur of the Year (Ernst & Young) [1998]; (b) Businessman of the Year (Business Standard) [1999]; (c) Enterprising CEO of the Year (International Brand Summit) [1999]; (d) Global Indian Entertainment Personality of the Year by FICCI [2004]; (e) Lifetime Achievement Award at the CASBAA Convention [2009]; (f) Hall of Fame for continuing contribution to industry in Entrepreneurs category at the INBA [2010]; and (g) International Emmy Directorate Award [2011]

Mr. Chandra has made his mark as an influential philanthropist in India. He has set up TALEEM (Transnational Alternate Learning for Emancipation and Empowerment through Multimedia) to provide access to quality education through distance and open learning. He is also the Chairman of the Ekal Vidyalaya Foundation of India — a movement to eradicate illiteracy from rural and tribal India. The Foundation provides free education to nearly 1 million tribal children across 36,783 villages through one-teacher schools. He is also the moving force behind the Global Vipassana Foundation — a trust set up to help people raise their spiritual quotient.

Apart from the Company Mr. Chandra holds directorship in five (5) other Indian Public Limited Companies viz. Dish TV India Limited, Essel Infraprojects Limited, Essel Propack Limited, Wire and Wireless (India) Limited and Zee News Limited.

Mr. Chandra does not hold any equity shares of the Company in his name as at March 31, 2012.

Dr. M. Y. Khan one of the Non-Executive Independent Directors of the Company, is a science graduate from University of Kashmir and Doctorate of Philosophy in Business Management (PHD) from Burkes University in UK. In the past, Dr. Khan has held various senior positions including as Chairman of J&K Bank; Managing Director of J&K Agro Industries Development Corporation, Managing Director of J&K Tourism Development Corporation and Advisor for Berenson & Company, New York. Dr. Khan was nominated as Member of the Chattisgarh Economic Advisory Committee, Government of India, Member of the Banking and Financial Institutions Committee of FICCI and Member of the Managing Committee of India Banking Association, Mumbai, during his tenure with J & K Tourism Development Corporation. Dr. Khan is the recipient of several prestigious awards like (a) Udyog Rattan award; (b) Pride of India & IMM award, for excellence as top professional manager; (c) Excellence Award by Institute of Economic Studies; and (d) Star Achievers Award.

Apart from the Company, Dr. Khan holds directorship in four (4) other Indian Public Limited Companies viz. Bharat Hotels Limited; Raheja Developers Limited; Star Health and Allied Insurance Company Limited and TDI Infrastructure Limited.

Dr. Khan does not hold any equity shares of the Company in his name as at March 31, 2012.

Last Updated - July 23, 2012