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) of Listing Regulations.

Composition of the Board as at March 31, 2017

Category of Directors No of Directors Percentage to total no of Directors
Executive Director 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, 8 (Eight) meetings of the Board were held on May 10, 2016, July 26, 2016, August 31, 2016, October 25, 2016, November 23, 2016, January 24, 2017, February 17, 2017, and March 15, 2017. The annual calendar of meetings for consideration of quarterly financial results is broadly determined at the beginning of each financial year.

Particulars of Directors, their attendance at the Annual General Meeting and Board Meetings held during the Financial Year 2016-17 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, 2017 are as under:

Name of Director
Board Meeting (Total 8 Meetings) Attendance at 34th AGM held on July 26, 2016; No of Directorship in other public Companies as

Member Chairman
No of Committee positions held in other public Companies as

Member Chairman
Non-Executive Independent Director        
Sunil Sharma 7 No -                                    - -                                    -
Neharika Vohra 6 No 1                                    - -                                    -
Manish Chokhani 7 No 4                                    - 7                                    2
Adesh Kumar Gupta 8 Yes 1                                     - 1                                    -
Non-Executive Independent Director        
Subhash Chandra 4 Yes 1                                     - -                                    -
Ashok Kurien 8 Yes 1                                    - 2                                    1
Subodh Kumar 8 Yes 4                                    - -                                    -
Executive Director        
Punit Goenka 8 Yes 5                                    - 3                                    -

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 & CEO of the Company.

None of the Non-Executive Directors of the Company, except Mr. Adesh Kumar Gupta, hold any securities of the Company. As at March 31, 2017, Mr. Adesh Kumar Gupta held 300 Equity Shares of the Company.

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 the Chairman, and the Managing Director & CEO 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 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

Mr Subodh Kumar (DIN 02151793) 65, Non-Executive Director of the Company, retired IAS officer from 1977 batch, had one of the most illustrious careers in the Indian Administrative Service spanning 35 years, heading various key government agencies with stellar integrity and transparency. Prior to joining the Board, he held the position of Municipal Commissioner of Greater Mumbai Municipal Corporation as his last assignment and has earlier served in the Departments of Telecommunication, Ministry of Industry, Ministry of Textile in the Government of India and also served as Commissioner of Sales Tax, Commissioner of State Excise as well as Principal Secretary - Finance Department in the Government of Maharashtra.

Mr. Kumar has had many noticeable contributions to the areas of his work and most notably making modifications to the Development Control Regulations thereby drastically reducing the manipulation in building industry. Mr Kumar holds M.Sc in Physics and several diplomas and management certificates from IIM-A, IIM-B, IIM-C, Harvard Business School, IDS Sussex, IMF amongst other Ivy League institutions.

Apart from the Company, Mr Subodh Kumar held directorship in Essel Finance Home Loans Limited, Essel Finance Business Loans Limited, Essel Finance Capstar Advisory Limited, Essel Finance Portfolio Managers Private Limited and Essel Finance VKC Forex Limited and had resigned from the Board of these entities with effect from April 19, 2017. Mr Subodh Kumar does not hold any securities of the Company in his name as at March 31, 2017.

Mr Manish Chokhani, (DIN 00204011) 50, Chartered Accountant and MBA from London Business School, is one of India’s most respected investors and financial experts. He started his career in the financial markets in 1990, rose to become MD & CEO of Enam Securities and in 2011 led Enam’s $400 million merger with Axis Bank to create Axis Capital Limited (ACL) wherein he held the position of MD & CEO until November 2013.

Mr Manish Chokhani is a member of SEBI’s Alternative Investment Policy Advisory Committee (AIPAC) and has served as Chairman of TPG Growth India and is currently a Senior Advisor to the TPG Group. Mr Chokhani has been a visiting faculty member at IIM-Kozhikode and has also served on the International Alumni Board as well as scholarship panels of London Business School.

Apart from the Company Mr Chokhani serves as an Independent director on the board of Westlife Development Limited (McDonalds India licensee), Shoppers Stop Limited (leading retailer), Axis Capital Limited, Laxmi Organics Industries Limited. He is also a director in Enam Securities Private Limited, Alliance Holdings Private Limited, Sears Securities and Investments Private Limited and Quadrillion Capital Private Limited. As on March 31, 2017, Mr. Manish Chokhani does not hold any securities of the Company in his name.