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Corporate Governance
AUDIT COMMITTEE Composition of Audit Committee
The Audit Committee of Fortis Healthcare Limited comprises of following seven
Members.
| Sl.No. |
Member Director |
Category |
| 1. |
Mr. V.M. Bhutani (Chairman) |
Independent Director |
| 2. |
Dr. P.S. Joshi |
Independent Director |
| 3. |
Mr. Rajan Kashyap |
Independent Director |
| 4. |
Lt. General Tejinder Shergill |
Independent Director |
| 5. |
Mr. Malvinder Mohan Singh |
Non-Executive Director |
| 6. |
Mr. Harpal Singh |
Non-Executive Director |
| 7. |
Mr. Ballinder Singh Dhillon |
Independent Director |
Secretary
- The Company Secretary or his/her nominee act as the Secretary of the Committee.
Meetings
- The Committee shall meet at least four times a year. The time gap between any two meetings shall be less than 4 months.
Annual General Meeting
- The Committee Chairman shall attend the Annual General Meeting.
Key Functions
The key functions of the Audit Committee include the following:
- To oversee the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
- To recommend to the Board, the appointment, re-appointment and the replacement or removal of the statutory auditor and the fixation of audit fees.
- To approve payment to statutory auditors for any other services rendered by the statutory auditors.
- To review with the management, the annual financial statements before submission to the Board for approval.
- To review with the management, the quarterly/half-yearly/annual financial statements before submission to the Board for approval.
- To review with the management, the performance of statutory and internal auditors and adequacy of the internal control systems.
- To review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
- To discuss with the internal auditors any significant findings and follow up thereon.
- To review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
- To discuss with the statutory auditors before commencement of the audit regarding the nature and scope of audit as well as post-audit discussion to ascertain any areas of concern.
- To review the reasons for substantial defaults in payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
- To review the following information:
- Management discussion and analysis of financial condition and results of operations;
- Statement of significant related party transactions submitted by the management;
- Management letters/letters of internal control weaknesses issued by the statutory auditors; and
- Internal audit reports relating to internal control weaknesses.
- To review the appointment, removal and terms of remuneration of the chief internal auditor.
- To review the capital structure, policies and norms related thereto.
- To review the financial policies, processes, systems and controls covering accounting, treasury, taxation, foreign exchange, risk management and insurance.
- To review organization structure, succession planning, policies and processes related to manning, breadth and depth, capabilities, potential and development of managerial personnel in the finance function.
- To review, approve or recommend to the Board financial authority to senior managerial personnel.
The Audit Committee is also presented with the following information on related party transactions (whenever applicable):
- A statement in summary form of transactions with related parties in the ordinary course of business.
- Details of material transactions with related parties, which are not in the normal course of business.
- Details of material transactions with related parties or others, which are not on an arm’s length basis along with management’s justification for the same.
Miscellaneous
The Committee may invite other Directors/ Officers of the Company to attend the meetings of the Committee as ‘Invitees’ from time to time, as and when required.
Minutes of the Audit Committee are placed before the Board in its subsequent meeting.
SHAREHOLDERS/INVESTORS’ GRIEVANCE COMMITTEE:
Composition of Shareholders/Investors’ Grievance Committee:
The Shareholders/Investors’ Grievance Committee of Fortis Healthcare Limited comprises of following Five Members.
| Sl.No. |
Member Director |
Category |
| `1. |
Dr. P.S. Joshi (Chairman) |
Independent Director |
| 2. |
Mr. Shivinder Mohan Singh |
Managing Director |
| 3. |
Mr. Ramesh L.Adige |
Independent Director |
| 4. |
Mr. Rajan Kashyap |
Independent Director |
| 5. |
Mr. Harpal Singh |
Non-Executive Director |
Secretary
The Company Secretary act as the Secretary of the Committee.
Key Functions
The key functions of the Shareholders/Investors’ Grievance Committee include the following:
- To approve, refuse or reject registration of transfer or transmission of the shares of the Company.
- To authorize issue of duplicate share certificates and share certificates after split, consolidation or replacement.
- To authorize the printing of share certificates;
- To allot shares;
- To issue and allot Equity Shares to the applicants:
- To affix or authorize the affixation of the common seal of the Company on share certificates of the Company.
- To authorize, sign and endorse share transfers and issue share certificates.
- To authorize managers, officers and signatories to sign share certificates.
- To monitor redressal of shareholders’ and investors’ complaints regarding transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends, etc.
- Such other functions as may be assigned by the Board.
Miscellaneous
The Committee may invite other Directors/ Officers of the Company to attend the meetings of the Shareholders/Investors’ Grievance Committee as ‘Invitees’ from time to time, as and when required.
Minutes of the Shareholders/Investors’ Grievance Committee are placed before the Board in its subsequent meeting.
REMUNERATION COMMITTEE
Composition of Remuneration Committee:The Remuneration Committee of Fortis Healthcare Limited comprises of following Four Members.
| Sl.No. |
Member Director |
Category |
| `1. |
Dr. P.S. Joshi (Chairman) |
Independent Director |
| 2. |
Mr.Malvinder Mohan Singh |
Managing Director |
| 3. |
Justice S S Sodhi |
Independent Director |
| 4. |
Mr. Balinder Singh Dhillon |
Independent Director |
Key Functions
The key functions of the Remuneration Committee include the following:
- To decide and approve remuneration, including any revisions thereto from time to time, in respect of the managerial personnel of the Company.
- To exercise all the powers of the Board in connection with the administration of the ESOP 2007.
Miscellaneous
The Committee may invite other Directors/ Officers of the Company to attend the meetings of the Remuneration Committee as ‘Invitees’ from time to time, as and when required.Minutes of the HR Committee are placed before the Board in its subsequent meeting.OTHER COMMITTEESManagement CommitteeComposition of Management Committee:The Management Committee of Fortis Healthcare Limited comprises of following Four Members.
| Sl.No. |
Member Director |
Category |
| `1. |
Mr.Malvinder Mohan Singh (Chairman) |
Non-Executive Director |
| 2 |
Mr. Harpal Singh |
Non-Executive Director |
| 3. |
Mr. Shivinder Mohan Singh |
Managing Director |
| 4. |
Justice S S Sodhi |
Independent Director |
| 5. |
Mr. Gurcharan Das |
Independent Director |
| 6. |
Mr. Sunil Godhwani |
Non-Executive Director |
| 7. |
Mr. Balinder Singh Dhillon |
Independent Director |
Key Functions
The key functions of the Management Committee include the following: 1. The Management Committee oversees the working of the Company in relation to reviewing business strategies, policies and future plans. 2. The Management Committee also reviews the revenue and capital budget of the Company and provides its recommendation to the Board for approval.FINANCE
COMMITTEEComposition of Finance Committee:
| Sl.No. |
Member Director |
Category |
| `1. |
Mr.Malvinder Mohan Singh (Chairman) |
Non-Executive Director |
| 2 |
Mr. Harpal Singh |
Non-Executive Director |
| 3. |
Mr. Shivinder Mohan Singh |
Managing Director |
| 4. |
Mr. V M Bhutani |
Independent Director |
| 5. |
Mr. Ramesh Adige |
Independent Director |
Key Functions
The key functions of the Finance Committee include the following:
- To borrow money from financial institutions, banks and bodies corporate from time to time within the limits available to the Company.
- To finalize the terms of issue and allotment of any securities (including shares, if any) that may have to be issued and allotted pursuant to such terms including any modifications of such terms from time to time.
- To accept offers of any prospective investors, receive subscription or application money and make requisite issuance and allotment of any securities.
- To create security on movable and/or immovable assets or properties of the Company.
- To give loans to Subsidiaries in between Board meetings up to an aggregate amount of Rs.5 billion for such purposes and on such terms and conditions as it may deem fit.
- To modify the terms of issue and allotment of preference shares, including any modifications of such terms from time to time.
- To re-issue and allot the preference shares.
- To finalize the terms of issue and allotment of debentures (including secured/unsecured/convertible/non-convertible/redeemable/irredeemable debentures) that may have to be issued and allotted pursuant to such terms including any modifications of such terms from time to time.
- To receive subscription/application money and make requisite issuance and allotment of any debentures.
- To give corporate guarantees for and on behalf of the Company in connection with the loan(s) made (i) by any other person to, or (ii) to any other person by, any body corporate, subject however that in pursuance of Section 372A of the Companies Act, such resolution for providing the corporate guarantee with respect to the companies other than the wholly owned subsidiaries shall be confirmed by the shareholders of the Company within 12 months.
- To make loan(s) to any society, firm, trust, HUF or person(s) for and on behalf of the Company, subject to the compliance of applicable provisions of the Companies Act up to a maximum amount of Rs.200 million in any financial year.
- To suggest changes, modification, alteration in the Charter of Employees’ Provident Fund Trust or Superannuation Trust of the Company and further to appoint or nominate trustees on the Board of Trustees of such Trust(s).
- To seek requisite approval(s) from appropriate authorities as may be required.
- To authorize requisite documentation and affixation of the common seal of the Company, wherever required.
CLAUSE 41 COMMITTEEComposition of Clause 41 Committee:
| Sl.No. |
Member Director |
Category |
| `1. |
Mr.Malvinder Mohan Singh (Chairman) |
Non-Executive Director |
| 2 |
Mr. Harpal Singh |
Non-Executive Director |
| 3. |
Mr. Shivinder Mohan Singh |
Managing Director |
| 4. |
Mr. V M Bhutani |
Independent Director |
Key Functions
The key functions of the Clause 41 Committee include the following:The Clause 41 Committee oversees the Company’s compliance with Clause 41 of the Listing Agreement.
ISSUE COMMITTEEComposition of Issue Committee:
| Sl.No. |
Member Director |
Category |
| 1. |
Mr. Harpal Singh |
Non-Executive Director |
| 2. |
Mr. Shivinder Mohan Singh |
Managing Director |
| 3. |
Mr. V M Bhutani |
Independent Director |
Key Functions
The key functions of the Issue Committee include the following:The Issue Committee is responsible for taking all decisions relating to the Issue. |
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