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 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.
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
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.
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.