Corporate Governance

The Board of Directors of Essar Energy (the 'Board') is committed to the highest standards of corporate governance.

UK Corporate Governance Code

The Board of Directors of Essar Energy plc (the 'Company') is committed to the highest standards of corporate governance.

The UK Corporate Governance Code recommends that at least half the Board of Directors of a UK-listed company, excluding the Chairman, should comprise Non-Executive Directors determined by the board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, the Director's judgement.

The Board of the Company consists of the Chairman, the Chief Executive Officer and five Non-Executive Directors. The Board considers that the Company complies with the requirements of the UK Corporate Governance Code in this regard.

The Board has established four committees:

  • Audit Committee
  • Nomination and Governance Committee
  • Remuneration Committee
  • Safety and Sustainability Committee (formerly the Health, Safety and Environment Committee)

Audit Committee

The Audit Committee is chaired by Mr Sattar Hajee Abdoula, an Independent Non-Executive Director who the Board is satisfied has recent and relevant financial experience. Its other members are Mr Simon Murray and Mr Steve Lucas.

Click here for the Audit Committee terms of reference (PDF, 84 KB)

During the financial year ended 31 March 2013.

17802_Essar _AR13_Mid _Pie Chart _Allocation Of Time Aud Com

 

 

 

 

 

 

 

 

 

 

 

 

Main responsibilities

Under its terms of reference, the Audit Committee is required to meet at least three times a year or more frequently as circumstances require. During the period, the Audit Committee has met four times and details of the attendance are set out in the Annual Report 2013. The Audit Committee reports on its activities to the Board immediately following its meetings.

The Audit Committee is also responsible for monitoring and reviewing the effectiveness of the internal audit function. During the year, given the departure of the Head of Internal Audit, Ernst & Young Pvt has been engaged to assist in the provision of internal audit services and will continue to do so until a suitable replacement is appointed.

 

What the Audit Committee did during the year?

  • Reviewed the 2012 Annual Report and the Preliminary Results before recommending them to the Board. In doing so, the Committee reviewed and discussed these with management and the external auditor, focusing particularly on the going concern statement, the accounting treatment of the sales tax judgment, the impairment of assets  and the reports on risk management, accounting policies and financial reporting issues and judgements identified by the Chief Financial Officer and the auditors. 
  • Reviewed the interim report and interim management statement including any significant audit issues.
  • Reviewed the 2012 internal audit report and the internal audit scope and approach for the following financial year.
  • Reviewed the Group's risk process and risk register.
  • Reviewed the audit planning, independence, performance and fees for Deloitte LLP for 2012.
  • Assessed any whistleblowing events.
  • Reviewed non-audit fee policy and fees for Deloitte LLP.
  • Reviewed the Audit Committee terms of reference.

Nominations and Governance Committee

The Nominations and Governance Committee is chaired by Mr Simon Murray and its other members are Mr Prashant Ruia, Mr Subhas C Lallah and Mr Philip Aiken. The UK Corporate Governance Code recommends that a majority of members of the nomination and governance committee be independent non-executive directors. The Board considers that the Nominations and Governance Committee complies with this requirement of the UK Corporate Governance Code.

The nomination and governance committee is chaired by Mr Simon Murray and its other members are Mr Prashant Ruia, Mr Subhas C Lallah and Mr Philip Aiken. The UK Corporate Governance Code recommends that a majority of members of the nomination and governance committee be independent Non-Executive Directors.

Click here for the Nominations and Governance Committee terms of reference (PDF, 72 KB).

During the financial year ended 31 March 2013.

17802_Essar _AR13_Mid _Pie Chart _Allocation Of Time Nom Gov Com

 

 

 

 

 

 

 

 

 

 

 

 

 

Main responsibilities

The role of the Nominations and Governance Committee is to identify and nominate, for the approval of the Board, candidates to fill Board vacancies as and when they arise as well as putting in place plans for succession for Directors and senior executives, in particular with respect to the Chairman, Vice Chairman and Chief Executive Officer. Under its terms of reference, the Nominations and Governance Committee is also responsible for reviewing the structure, size and composition, including the skills, knowledge and experience, of the Board and making recommendations to the Board about adjustments. When making an appointment, the Committee is required by its terms of reference to evaluate the balance of skills, knowledge and experience on the Board and consider candidates on merit and against objective criteria, taking care that appointees have enough time available to devote to the position.

During the year the Committee met twice and details of members' attendance are set out in the Annual Report 2013.

What the Nominations and Governance Committee did during the year?

The main focus of the Committee during the period has been management reorganisation, succession planning, review of Board structure, size, composition and diversity (including gender diversity), the evaluation of the Board's effectiveness and the appraisal of the Chairman.

Remuneration Committee

The Remuneration Committee is chaired by Mr Subhas C Lallah, its other members are Mr Philip Aiken and Mr Steve Lucas, all the members are Independent Non-Executive Directors.

Click here for the Remuneration Committee terms of reference (PDF, 75 KB) 

During the financial year ended 31 March 2013.

17802_Essar _AR13_Mid _Pie Chart _Allocation Of Time Rem Com

 

 

 

 

 

 

 

 

 

 

 

 

 

Main responsibilities

The role of the Remuneration Committee is to determine the levels of remuneration for the Chief Executive Officer and the Chairman, and to recommend and monitor the level and structure of remuneration for members of the Senior Management team.

Under its terms of reference, the Remuneration Committee is required to meet at least twice a year or more frequently as circumstances require. During the period, the Remuneration Committee met three times and details of attendance are set out in the Annual Report 2013. The Remuneration Committee reports on its activities to the Board immediately following its meetings.

What the Remuneration Committee did during the year?

The main areas of focus of the Remuneration Committee during the period have been a full review of the remuneration policy and framework and benchmarking the remuneration of the Chief Executive Officer and other Senior Management following the appointment of New Bridge Street as the Committee's external remuneration consultant.

Safety and Sustainability Committee (formerly the Health, Safety and Environment Committee)

The Safety and Sustainability Committee is chaired by Mr Philip Aiken, an Independent Non-Executive Director and its other members are Mr Sattar Hajee Abdoula and the Essar Energy Chief Executive Officer, Mr Naresh Nayyar.

Click here for the Safety and Sustainability Committee terms of reference (PDF, 316 KB)

During the financial year ended 31 March 2013.

17802_Essar _AR13_Mid _Pie Chart _Allocation Of Time Health Saft Env Com

 

 

 

 

 

 

 

 

 

 

 

 

 

Main responsibilities

The Safety and Sustainability Committee assists the Board and the Senior Management team in obtaining assurance that appropriate systems are in place to deal with the management of safety, health and environmental risks.

What the Safety and Sustainability Committee did during the year?

The Safety and Sustainability Committee met three times during the 12 months ended 31 March 2013 and details of attendance are set out in the Annual Report 2013. The Sustainability Committee meetings were held in India and in the UK and included two site visits, one to Vadinar and Salaya in India and one to the Stanlow refinery in the UK. The focus of those meetings has been on process safety management and the development of the Group's HSE culture within all operations and at all sites.

Share dealing code

The Company has adopted a code of securities dealings in relation to the shares which is based on, and is at least as rigorous as, the Model Code as published in the Listing Rules issued by the UK Financial Conduct Authority.

The share dealing code applies to the Directors and other relevant employees of the Company.

Market disclosure and communications

The Company is committed to the promotion of investor confidence by ensuring that trade in its securities takes place in an efficient, competitive and informed market. The Company recognises the importance of forthright communication as a key plank in building shareholder value and that to prosper and achieve growth it must (among other things) earn the trust of employees, customers, suppliers, communities and security holders by being forthright in its communications and consistently delivering on its commitments.

To reinforce the Company's commitment to efficient and timely disclosure in accordance with the continuous disclosure obligations imposed by law, The Company has adopted a Market Disclosure and Communications Policy that outlines the Company's corporate governance standards and related processes aimed at ensuring that timely and accurate information is provided equally to all shareholders and market participants.

Click here for the Market Disclosure policy (PDF, 233 KB).