Board Structure

The Chief executive Officer of Geologging will also serve as the Chairman of the Board and will be responsible to shareholders for the overall management and functioning of Geologging.
All directors will be elected for a 2 year period term. When it is necessary to add a Director to the Board, The Nominating Committee will determine the profile for the new Director and will then identify the appropriate candidate for the vacancy.

Board Membership of Geologging

Candidates for membership to Board will have following qualifications:

• Possess high personal and professional ethics
• Innovative and independent in their thinking
• Practical in implementing strategies
• Discriminatory and mature judgment
• Qualified, trained and experienced to oversee the responsibilities and duties being handled. Experience shall be relevant to the market and industry in which Geologging operates.
• Willing to devote necessary time to disburse assigned duties and responsibilities as a member of the Board.
• Pursue decisions that will be in the benefit of the shareholder and ensure shareholder interest is represented at all times. And to forfeit those that conflict with shareholder interest.
  
• Establish a clear and direct method of communication between shareholders and the Board
• A dedicated telephone number +91-22-2611-4943 and an email address Investorsrelations@gilgroup.com has been set up to enable investors to directly contact Geologging
  Information regarding these methods of communication is also on Geologging’s web site, www.gilgroup.com, “Corporate Governance”
  
  Geologging’s Director of Corporate Governance, a Company employee, reviews all shareholder communications. The Chairman and Chief Executive Officer is promptly notified of any significant communication involving accounting, internal accounting controls, or auditing matters. A report summarizing all communications is sent to each Director quarterly and copies of communications are available for review by any Director.
  
  The Rights of Shareholders and Key Ownership Functions
  
  
• Shareholder rights shall include the right to:
  • secure methods of ownership registration
  • convey or transfer shares
  • obtain relevant and material information on Geologging on a timely and regular basis
  • participate and vote in general shareholder meetings
  • elect and remove members of the board
  • share in the profits of Geologging
• Shareholders shall have the right to participate in, and to be sufficiently informed on, decisions concerning fundamental corporate changes such as:
  • amendments to the statutes, or articles of incorporation or similar governing documents of the company
  • the authorisation of additional shares
  • extraordinary transactions, including the transfer of all or substantially all assets, that in effect result in the sale of the company.
• Shareholders shall have the opportunity to participate effectively and vote in general shareholder meetings and shall be informed of the rules, including voting procedures, that govern general shareholder meetings:
  • Shareholders shall be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting.
  • Shareholders shall have the opportunity to ask questions to the board, including questions relating to the annual external audit, to place items on the agenda of general meetings, and to propose resolutions, subject to reasonable limitations.
  • Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, shall be facilitated. Shareholders shall be able to make their views known on the remuneration policy for board members and key executives. The equity component of compensation schemes for board members and employees shall be subject to shareholder approval. Shareholders shall be able to vote in person or in absentia, and equal effect shall be given to votes whether cast in person or in absentia.
• Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership shall be disclosed.
• Markets for corporate control shall be allowed to function in an efficient and transparent manner.
• The rules and procedures governing the acquisition of corporate control in the capital markets, and extraordinary transactions such as mergers, and sales of substantial portions of corporate assets, shall be clearly articulated and disclosed so that investors understand their rights and recourse. Transactions shall occur at transparent prices and under fair conditions that protect the rights of all shareholders according to their class.
• Anti-take-over devices shall not be used to shield management and the board from accountability.
• The exercise of ownership rights by all shareholders, including institutional investors, shall be facilitated.
• Institutional investors acting in a fiduciary capacity shall disclose their overall corporate governance and voting policies with respect to their investments, including the procedures that they have in place for deciding on the use of their voting rights.
• Institutional investors acting in a fiduciary capacity shall disclose how they manage material conflicts of interest that may affect the exercise of key ownership rights regarding their investments.
• Shareholders, including institutional shareholders, shall be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse.

The Equitable Treatment of Shareholders

The corporate governance framework shall ensure the equitable treatment of all shareholders, including minority and foreign shareholders. All shareholders shall have the opportunity to obtain effective redress for violation of their rights.

 

• All shareholders of the same series of a class shall be treated equally.
• Within any series of a class, all shares shall carry the same rights. All investors shall be able to obtain information about the rights attached to all series and classes of shares before they purchase. Any changes in voting rights shall be subject to approval by those classes of shares which are negatively affected.
• Minority shareholders shall be protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly, and shall have effective means of redress.
• Votes shall be cast by custodians or nominees in a manner agreed upon with the beneficial owner of the shares.
• Impediments to cross border voting shall be eliminated.
• Processes and procedures for general shareholder meetings shall allow for equitable treatment of all shareholders. Company procedures shall not make it unduly difficult or expensive to cast votes.
• Insider trading and abusive self-dealing shall be prohibited.
• Members of the board and key executives shall be required to disclose to the board whether they, directly, indirectly or on behalf of third parties, have a material interest in any transaction or matter directly affecting Geologging

The Role of Stakeholders in Corporate Governance

The corporate governance framework shall recognise the rights of stakeholders established by law or through mutual agreements and encourage active co-operation between cGeologging and stakeholders in creating wealth, jobs, and the sustainability of financially sound enterprise.

• The rights of stakeholders that are established by law or through mutual agreements are to be respected.
• Where stakeholder interests are protected by law, stakeholders shall have the opportunity to obtain effective redress for violation of their rights.
• Performance-enhancing mechanisms for employee participation shall be permitted to develop.
• Where stakeholders participate in the corporate governance process, they shall have access to relevant, sufficient and reliable information on a timely and regular basis.
• Stakeholders, including individual employees and their representative bodies, shall be able to freely communicate their concerns about illegal or unethical practices to the board and their rights shall not be compromised for doing this.
• The corporate governance framework shall be complemented by an effective, efficient insolvency framework and by effective enforcement of creditor rights.
  
  Disclosure and Transparency
  
  The corporate governance framework shall ensure that timely and accurate disclosure is made on all material matters regarding the corporation, including the financial situation, performance, ownership, and governance of the company.
  

• Disclosure shall include, but not be limited to, material information on:
  • The financial and operating results of the company.
  • Company objectives.
  • Major share ownership and voting rights.
  • Remuneration policy for members of the board and key executives, and information about board members, including their qualifications, the selection process, other company directorships and whether they are regarded as independent by the board.
  • Related party transactions.
  • Foreseeable risk factors.
  • Issues regarding employees and other stakeholders.
  • Governance structures and policies, in particular, the content of any corporate governance code or policy and the process by which it is implemented.
• Information shall be prepared and disclosed in accordance with high quality standards of accounting and financial and non-financial disclosure.
• An annual audit shall be conducted by an independent, competent and qualified, auditor in order to provide an external and objective assurance to the board and shareholders that the financial statements fairly represent the financial position and performance of the company in all material respects.
• External auditors shall be accountable to the shareholders and owe a duty to the company to exercise due professional care in the conduct of the audit.
• Channels for disseminating information shall provide for equal, timely and cost- efficient access to relevant information by users.
• The corporate governance framework shall be complemented by an effective approach that addresses and promotes the provision of analysis or advice by analysts, brokers, rating agencies and others, that is relevant to decisions by investors, free from material conflicts of interest that might compromise the integrity of their analysis or advice.

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