Governance

Great corporations, like individuals, are known for their unwavering commitment to ethical values and principles. At TCN Networks, we remain steadfast in our resolve to uphold the highest standards of integrity, transparency and governance.

For us, corporate governance is not just about adhering to the formal letter of the law, but about embracing the substantive spirit that lies underneath; to move beyond the statutory obligations.

The key aspects of our corporate governance practice are:

• Monitoring of executive and director compensation

• Providing autonomy to the Board

• Implementing rigorous disclosure and transparency norms

Monitoring of executive and director compensation

Across each of the group companies, a Remuneration Committee assesses the overall compensation structure and policies of the organization and makes recommendations. These form the basis for formulating the company’s executive remuneration framework.

The Remuneration Committee consists of non-executive directors, a majority of whom are independent. The Chairman of the Committee is an Independent Director. The Remuneration Committee works with full autonomy, and is free of any managerial interference. The Committee is also empowered to call upon professional advice, both from within and outside the company, in the discharge of their duties.

Providing autonomy to the Board

The Board of Directors of each of the group companies consists of eminent individuals with diverse experience and expertise. The respective Board acts with autonomy and independence in exercising strategic supervision, discharging its fiduciary responsibilities, and in ensuring that the management observes the highest standards of ethics, transparency and disclosure.

The Board of Directors reviews all information details and transactions relating to significant business decisions, including strategic and regulatory matters. Every member of the Board, including non-executive directors, has access to all relevant information about their respective companies.

The Board appoints a number of Committees to focus on well-defined areas of responsibility, with a clear mandate to make time-bound recommendations, and, where specified, use the authority vested in them by the Board to take crucial decisions.

Implementing rigorous disclosure and transparency norms

Each of the Group companies adheres to all disclosure and transparency norms relating to corporate governance. We are committed to public disclosure, in a clear and timely manner, of our financial accounts, including both segment and consolidated accounts, and the level and means of remuneration of our directors and top executives. We also give out clear information on related- party transactions, if any, that are undertaken within the group.

We strictly comply with all governance codes, listing agreements, other applicable laws and regulations, and, not least, our self-avowed corporate values and objectives.

TCN’s management has unusually broad and deep experience in all aspects of Capital Markets, Investment Banking, Media & Entertainment, Business Unit Opertations and Group Administration.