L&T-Corporate-Governance

Company Philosophy

The Company's philosophy on Corporate Governance is built on a rich legacy of fair and transparent governance and disclosure practices, many of which were in existence even before they were mandated by legislation.

The Company's essential character revolves round values based on transparency, integrity, professionalism and accountability. At the highest level, the Company continuously endeavours to improve upon these aspects and adopts innovative approaches for leveraging resources, converting opportunities into achievements through proper empowerment and motivation, fostering a healthy growth and development of human resources.

 
CONSTITUTION OF BOARD

The Corporate Governance framework in the Company is based on an effective independent Board, the separation of the Board's functions of governance and executive management and the constitution of Board committees generally comprising a majority of independent Directors.

The Board of Directors comprises Group Executive Chairman, 6 Executive Directors and 15 Non-executive Directors.

AUDIT COMMITTEE
Terms of reference:
  • The Audit Committee oversees the Company's financial reporting process and disclosure of its financial information, to recommend the appointment of Statutory Auditors and fixation of their remuneration, to review and discuss with the Auditors about internal control systems, the scope of audit including the observations of the Auditors, adequacy of the internal audit system, major accounting policies, practices and entries, compliance with accounting standards and Listing Agreements entered into with the Stock Exchanges and other legal requirements concerning financial statements and related party transactions, if any, to review the Company's financial and risk management policies and discuss with the Internal Auditors any significant findings for follow-up thereon, to review the functioning of the whistle blower mechanism, to review the Quarterly, Half-yearly and Annual financial statements before they are submitted to the Board of Directors.

  • The Committee also meets the operating management personnel and reviews the operations, new initiatives and performance of the business units. Minutes of the Audit Committee Meetings are circulated to the Members of the Board, discussed and taken note of. The Audit Committee of the Board of Directors was formed in 1986 and comprises four Non-Executive Directors.

  • The Chief Financial Officer and Chief Internal Auditor are permanent invitees. The Company Secretary is the Secretary of the Committee.

Composition:
  • Audit Committee presently comprises of 3 Independent Directors and 1 Non-Executive Director.
    They are as follows:
    1. M. M. Chitale – Chairman
    2. M. Damodaran
    3. Sushobhan Sarker
    4. Sanjeev Aga

NOMINATION & REMUNERATION COMMITTEE
Terms of reference:
  • The Committee shall identity and recommend to the Board the persons who are qualified to be the directors, to formulate criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to the remuneration of the directors and key managerial personnel and to devise a policy on diversity of board of directors.

  • The Committee shall also formulate criteria for evaluation of performance of independent directors and the board of directors and consider whether to extend or continue the term of appointment of the independent directors, on the basis of the report of performance evaluation of independent directors.

Composition:
  • The committee comprises Chairman of the Company and 3 Independent Directors.
    They are as follows:
    1. Subodh Bhargava – Chairman
    2. A. M. Naik
    3. Adil Zainulbhai
    4. Thomas Mathew T.

STAKEHOLDERS' RELATIONSHIP COMMITTEE
Terms of reference:
  • To look into the investors' complaints, if any, and to redress the same expeditiously. Besides, the committee approves allotment, transfer and transmission of Shares, Debentures and any other securities and issue of duplicate certificates and new certificates on split/consolidation/renewal etc. as may be referred to it by the Share Transfer Committee.

Composition:
  • The Stakeholders’ Relationship Committee presently comprises 2 Non-Executive Directors and one Executive Director.
    They are as follows:
    1. Sunita Sharma – Chairperson
    2. Shailendra Roy
    3. Ajay Shankar

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Terms of reference:
  • The Committee shall formulate and recommend the Corporate Social Responsibility (CSR) Policy to the Board and shall monitor the implementation of this Policy from time to time, recommend the amount of expenditure to be incurred on the CSR programs and constitute transparent monitoring mechanism for ensuring implementation of the CSR programs.

Composition:
  • Corporate Social Responsibility Committee presently comprises of 1 Independent Director and 2 Executive Directors.
    They are as follows:
    1. Vikram Singh Mehta – Chairman
    2. R. Shankar Raman
    3. D. K. Sen

APEX RISK MANAGEMENT COMMITTEE
Terms of reference:
  • The Committee shall formulate and develop the Risk Management plan, monitor and review the risk management systems from time to time.

Composition:
  • Apex Risk Management Committee presently comprises of Chairman of the Company and 2 Executive Directors.
    They are as follows:
    1. A. M. Naik - Chairman
    2. S. N. Subrahmanyan
    3. R. Shankar Raman

MEANS OF COMMUNICATION
  • Quarterly and Annual Results are published in prominent daily newspapers viz., The Financial Express, The Hindu Business Line & Loksatta. The said results are made available on the Company's website, www.larsentoubro.com

  • Official news releases, presentations, etc. made to institutional investors and the shareholding pattern of the Company, on a quarterly basis are displayed on the Company's website, www.larsentoubro.com

  • Management's Discussion & Analysis forms part of the Annual Report, which is mailed to the shareholders of the Company.