The statement of Board of Directors and its various Committees is as follows :

The statement of Board of Directors and its various Committees

Board of Directors

Board of Directors of the Company comprises of fifteen directors viz., five executive directors, two part-time official directors and eight independent directors

The Board meets regularly and is responsible for proper direction and management of the Company. All the Directors have access to the advice of Company Secretary, who ensures that Board procedures are followed and all the applicable rules and regulations under different Statutes are complied with.

The Board has reserved certain items of governance which include approval of annual and interim financial results, acquisitions, disposals and joint ventures as well as material agreements, major capital expenditure, major sale contracts, employees’ remuneration and perquisites, manpower plans, budgets, all statutory compliance and long term plans, for its review and approval.

The following Committees of the Board have been constituted with specific responsibilities assigned to each of these Committees.

Audit Committee

The composition of the Audit Committee of the Company is as follows:

The above composition consists of five part time non official (independent) directors and one part time official director. The composition is in compliance with Section 292 A of the Companies Act,1956 and the guidelines set out in Clause 49 of the Listing Agreement. CMD, Director (Finance), Statutory Auditors,Internal Auditors and Cost Auditors are permanent invitees to the meetings. Other functional directors, department heads are invited to the Audit Committee meetings on need basis:

Audit Committee’s functions include the following apart from the areas specified in the amended Clause 49 of the Listing Agreement and various provisions in the Companies Act, 1956 as amended from time to time:

•  To check whether controls are adequate commensurate with size of the operations.

•  To study the areas where income can be increased and the areas where cost can be reduced.

•  Management Information System on each of the areas.

The Company Secretary is also the Secretary to the Audit Committee. The Chairman of the Audit Committee apprises the Board about the observations of the Audit Committee during the Board Meeting. The minutes of the Audit Committee meetings are also placed before the Board in their subsequent meetings

Shareholders' Grievance Committee

The Audit Committee is also assigned with the job of looking into the redressal of complaints/grievances of the shareholders/investors of the Company. The terms of reference include redressal of shareholders’/investors’ complaints/grievances pertaining to share transfers/ transmissions, non receipt of dividend/Annual Reports, issue of duplicate certificates, dematerialization/rematerialization of shares, change in address and bank particulars etc.

The Company has one dedicated platform in its website to enable the shareholders/investors to register their share related grievances/request for quick disposal.

The quarterly details of complaints/grievances received and settled are also published along with the quarterly financial results of the Company.

Technology Committee

The Technology Committee has been reconstituted on 10.06.2008. The composition of Committee is as under:

Shri C. R. Pradhan, D(P&T) & CMD I/c - Chairman
Shri P. K. Routrahy, D(P) - Member
Dr. A. Sahaya, Director - Member
Shri K. S. Raju, Director - Member
Dr. Jyoti Mukhopadhyay, Director - Member
Shri R. K. Sharma, Director - Member

The Committee monitors and pays special attention to the assessment of the Company’s efforts to develop technology and acquiring and assimilating new technologies necessary to make it competitive and to its own R&D efforts for maintaining a sustained strength in the technological field

Remuneration Committee

NALCO being a Government Company, the terms and conditions of appointment and remuneration of the Whole time functional directors is fixed by the President of India. The part time official directors do not draw any remuneration. The independent directors receive sitting fees of Rs.10,000/- for each Board/committee meeting attended by them. The Company therefore does not have any Remuneration Committee

Committee of Directors for Sales

Standing Committee of the Board has been rechristened as Committee of Directors for Sales w.e.f. 18.12.2007. Chairman-cum-Managing Director, all whole time functional directors and co-opted officer(s) of the Marketing department are the committee members. The Committee decides all short term contracts both for alumina and aluminium i.e. the contracts for a period of one year or less irrespective of the value of the contract in the cases where the value exceeds the powers delegated to CMD.

Committee of Directors for Procurements

Adhoc Committee of Directors has been rechristened as ‘Committee of Directors for Procurements’ w.e.f. 18.12.2007

While considering the proposal for contracts/items/packages/tenders in respect of all capital expenditure which have been included in the capital budget duly approved by the Board, the quorum for the ‘Committee of Directors for Procurements’ shall be three directors personally present including Director(P&T) and Director(Finance).

The said ‘Committee of Directors for Procurements’ has also been delegated full powers for procurement of all raw materials which are beyond the power of CMD.

While considering the proposals for procurement of all raw materials which are beyond the powers of CMD, the quorum for the ‘Committee of Directors for Procurements’ shall be three directors personally present including Director(Commercial) and Director(Finance).

The Committee of Directors for Procurements has also been delegated powers to approve all service contracts irrespective of the value in respect of cases which are beyond the powers delegated to CMD

Investment Committee

Investment committee has been constituted for investment of surplus funds of the Company basically in term deposits with scheduled commercial banks upto one year. In the wake of the recent decisions of the Government allowing public sector enterprises to invest surplus funds in SEBI regulated public sector Mutual Funds, the investment committee was reconstituted to formulate guidelines for investment of funds other than in equity mutual funds and guidelines for investment in units of mutual funds

Chairman cum Managing Director, Director (Finance), Director (Commercial) and one of the other whole time directors constitute the Investment committee. Quorum for the meeting shall be minimum 3 out of which CMD and Director (Finance) would have to be essentially present.

Share Transfer Committee

Share Transfer Committee considers and approves share transfers/transmissions, re-materialisation, issue of duplicate share certificates and other related activities in physical mode besides taking note of beneficial owners’ position under demat mode. In order to expedite the transfer process, the Board authorized the Company Secretary to approve requests for transfer/transmission of shares w.e.f. 29.01.2008. The Share Transfer committee continues to consider and approve issue of new share certificates in case of torn/mutilated/defaced/lost/rematerialisation

The details of share transfer/ transmission/ rejection are reported to the Audit Committee which is assigned with the job of redressal of complaints/grievances of the shareholders/investors of the Company.

HR Committee

The HR Committee has been constituted on 10.06.2008. The composition of the Committee is as under: