Our Chairman and Managing Director is an executive Director. RailTel Corporation of India Limited has eight Directors on its Board, which includes four Whole–time Directors, two Part–time Government Directors/ Nominee Director and two Part–time (Non–official) Directors/ Independent Directors.
The Central Government has exempted/ modified the applicability of certain provisions of the Companies Act, 2013 in respect of Government Companies. In accordance with this notification, the DPE Guidelines and pursuant to our Articles of Association, matters pertaining to, inter alia appointment, remuneration and performance evaluation of our Directors are determined by the President of India. Further, our statutory auditor is appointed by the Comptroller and Auditor General of India. Accordingly, in so far as the aforementioned matters are concerned, the terms of reference of our Nomination and Remuneration Committee and Audit Committee only allow these committees to take on record the actions of the President of India or the Comptroller and Auditor General of India, as the case may be.
Pursuant to Regulation 19(4) read with Paragraph A of Part D of Schedule II of SEBI Listing Regulations, provisions relating to (i) identification of persons who are qualified to become directors, (ii) recommending appointment and removal of directors, (iii) recommending extension of the term of independent directors, (iv) formulation of criteria for evaluation of performance of the directors, (v) devising policy on diversity of the board of directors, (vi) formulation of the criteria for determining qualifications, positive attributes and independence of a director, are required to be included in the terms of reference of Nomination and Remuneration Committee. However, since our Company is a government company, the power to appoint directors on our Board is vested with the President of India acting through the MoR and, resultantly, our Nomination and Remuneration Committee and our Board members do not have the power to appoint Directors to our Board. In this regard, our Company has filed an exemption letter dated July 8, 2020 with SEBI under Regulation 300 and of SEBI ICDR Regulations and such exemption was subsequently granted to us by SEBI vide its letter bearing number SEBI/HO/CFD/DIL-II/OW/P/2020/15146 dated September 15, 2020.
Other than as described above, our Company is in compliance with corporate governance norms prescribed under the SEBI Listing Regulations, including in relation to the composition of its committees, such as the Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee and CSR Committee, right to information, corporate social responsibility and sustainable development policy.