The primary role of the DMC/SBU MC is executive management of the Divisional/SBU business to realise tactical and strategic objectives in accordance with the Board-approved plan.

The Governance Policy states that the Non-Executive Directors (including Independent Directors) be drawn from amongst eminent professionals with experience in business/finance/law/public enterprises. Directors are appointed/re-appointed with the approval of the Shareholders for a period of three to five years or a shorter duration in accordance with the policy on retirement as determined by the Board.
The selection of Directors is done by the Nominations Committee, which comprises all the Non-Executive Directors and the Chairman.
Although not spelt out in writing, the Nominations Committee is also guided by the following parameters, while considering induction of Directors: Board members are expected to possess the expertise, skills and experience required to manage and guide a high-growth, large, diversified Company. Expertise in strategy, finance, management and human resources is essential. Board members are expected to rigorously prepare for, attend, and participate in all Board and applicable committee meetings.

Board members are not expected to be relatives of an Executive Director or of an Independent Director. They are generally not expected to serve in any executive or independent position in any company that is in direct competition with the Company. Each Board member is expected to ensure that their other current and planned future commitments do not materially interfere with the member’s responsibility as the Company’s Director.

As of March 31, 2005 the Board comprised twelve Directors, of whom six Directors (representing 50% of the Board) were independent Non-Executive Directors. An ‘independent director’ means a Non-Executive Director of the Company who:

	apart from receiving Director’s remuneration, does not have any material pecuniary relationships or transactions with the Company, its Directors, its senior management, its subsidiaries and associates, which may affect the independence of the Director;
	is not related to persons occupying management positions at the Board level or at one level below the Board;
	has not been an executive of the Company in the immediately preceding three financial years;
	is or was not a partner or an executive during the preceding three years, of any of the following:
	i)  the statutory audit firm or the internal audit firm     that is associated with the Company, and ii)  the legal firm(s)/consulting firm(s) that have a      material association with the Company;
	is not a material supplier, service provider, customer or a lessor or lessee of the Company, which may affect the independence of the Director; and
	does not own 2% or more shares of the Company.

Remuneration of Executive Directors (including the Executive Chairman) and the senior most level of management, immediately below the Executive Directors, is determined by the Compensation Committee comprising only Non-Executive Directors. The recommendations of the Compensation Committee are considered and approved by the Board. The remuneration of Executive Directors is subject to the approval