The Directors of OPG Power Ventures Plc recognise the importance of sound corporate governance whilst taking into account the size, state of development and nature of the Group. Full compliance with the Combined Code is not a formal obligation of the Board but steps have been taken and are expected to be taken to reflect the main provisions of the Code.

The Board

The Board of OPG Power Ventures Plc comprises of two Executive Directors and four Non-Executive Directors. The roles of Chairman and Chief Executive are separated. Of the four Non-Executive Directors, three are independent. One of these is the Chairman, based in Delhi, and there are presently two UK based Non-Executive Directors, fully experienced in the requirements of UK based stock markets and investors.

The Board meets at least four times a year. The Board papers include matters relating to strategy including both new and expansionary capital items, operating budgets and monthly management accounts. Non-Executive Directors have access to all information and, if required by them, external advice at the expense of the Group.

Audit Committee

The Audit Committee is primarily responsible for ensuring that the financial performance of the Group is properly monitored and reported. It scrutinises the half year and full year financial announcements before their approval by the Board. The Audit Committee also meets the auditors without management being present, reviews reports from the auditors relating to the Group's accounting and internal controls and also reviews itself the effectiveness of the Group's internal systems and controls.

The Audit Committee currently consists of Mr. Munish Gupta, Mr. Martin Gatto, Mr. Michael Grasby and Mr. Ravi Gupta. The Chief Executive and Finance Director attend meetings by invitation.

Remuneration Committee

The Remuneration Committee is primarily responsible for reviewing the performance of the Group's Executive Directors and senior management, and setting their remuneration and other terms of employment. The Remuneration Committee is also responsible for the creation and administration of share option schemes.

The Remuneration Committee currently consists of Mr. Munish Gupta, Mr. Martin Gatto, Mr. Michael Grasby and Mr. Ravi Gupta. Mr. Ravi Gupta is not present when any remuneration matter relating to the Chief Executive, his brother Mr. Arvind Gupta, is discussed.