- About Us
- Our Business
- Investor Relations
- Media Relations
- Corporate Governance
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, 2013
|Category of Directors||No of Directors||Percentage to total no of Directors|
|Non-Executive Independent Directors||3||50%|
|Other Non-Executive Directors||2||33%|
During the financial year under review, six (6) meetings of the Board were held on April 4, 2012, May 21, 2012, July 20, 2012, October 19, 2012, January 23, 2013 and March 18, 2013. 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.
Particulars of Directors, their attendance at the Annual General Meeting and Board Meetings mentioned hereinabove held during the Financial year 2012-13 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, 2013 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)||30th AGM held on 20.07.12||Member||Chairman||Member||Chairman|
|Non-Executive Independent Director|
|M. Y. Khan||6||Yes||5||-||-||-|
|Promoter Non-Executive Director|
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 Non-Executive 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, 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
Prof. R. Vaidyanathan, 61, a graduate from Loyola College, Madras, holds a Masters from the Indian Statistical Institute, Calcutta and also a Fellow Member in Management (Doctorate) from Indian Institute of Management, Calcutta, is the Professor of Finance and Control at the Indian Institute of Management, Bangalore and UTI Chair Professor in the area of Capital Markets. He is known for his commendable contributions in the areas of Corporate Finance, Risk Management, Pensions, etc. He was a member of secondary market committee of SEBI and committee on Interest rates/inflation of RBI. He was a Member of the L.C.Gupta Committee appointed by SEBI for Derivative Trading and is currently a National Fellow of the Indian Council of Social Science Research, New Delhi. In past, Prof. Vaidyanathan, also held position of President of Asia Pacific Risk and Insurance Association headquartered in Singapore and he has published a number of articles in India and abroad on Corporate Finance and Capital Markets. He was named as One of the ten best professors at all IIMs by Business today Magazine.
Apart from the Company, as at March 31, 2013, Prof Vaidyanathan holds directorship in four (4) other Indian Public Limited Companies viz. General Optics (Asia) Ltd, Gujarat State Petronet Ltd, Birla Sun life Asset Management Company Ltd and Dalmia Cement Ventures Ltd.
As on March 31, 2013, Prof. Vaidyanathan does not hold any shares in the Company. However, subsequent to the year end and pursuant to exercise of Stock Options issued in 2009, Prof. Vaidyanathan was allotted 40,000 Equity shares of the Company in April 2013.
Ashok Kurien, 63, is one of the Founder-Promoter and Non- Executive Director, associated with the Company since its inception. Mr. Kurien has been in the business of building brands for over 35 years, particularly in the fields of media and communications. An early bird, Ashok Kurien has the keen eye of driving start-ups in emerging businesses and guiding them to size and scale, such as TV, DTH, Lottery, PR and dot coms, where he invested and mentored, which have been resounding success stories. Mr. Kurien, a well known personality in the Advertising world, founded Ambience Advertising, one of most formidable creative powerhouse in its first decade. Ambience has come a long way, and was later sold to the Publicis Groupe. As a special advisor to the US $ 7 billion Publicis Groupe, he assists their mergers and acquisitions for India. He is founder and promoter of various business ventures including Hanmer & Partners, one of India's top-three Public Relations agencies; Livinguard Technologies, the world's 1st self-disinfecting textiles, as well as a few other internet ventures.
Despite the great heights he's achieved in this career, Mr. Kurien has his feet firmly rooted to the ground. He believes in commitment to society and is involved with a number of charities, NGOs and social service organizations.
Apart from the Company, Mr. Kurien holds directorship in Dish TV India Ltd.Mr. Kurien does not hold any shares in the Company.