In the view of the Committee, the over-riding aim of management is to maximize shareholder value without being detrimental to the interests of other stakeholders. The management however, is subservient to the board of directors and must operate within the boundaries and the policy framework laid down by the board. While the board is responsible for ensuring that the principles of corporate governance are adhered to and enforced, the real onus of implementation lies with the management. It is responsible for translating into action, the policies and strategies of the board and implementing its directives to achieve corporate objectives of the company framed by the board.

• The Committee therefore recommends that the board should clearly define the role of the management
  [This is a mandatory recommendation]

The management comprises the Chief Executive, Executive-directors and the key managers of the company, involved in day-to-day activities of the company.

The Committee recommends that the management should carry out the following functions:

• Assisting the board in its decision making process in respect of the company's strategy, policies, code of conduct and performance targets, by providing necessary inputs

Implementing the policies and code of conduct of the boar.

• Managing the day to day affairs of the company to best achieve the targets and goals set by the board, to maximize the shareholder value.

• Providing timely, accurate, substantive and material information, including financial matters and exceptions, to the BOD, board-committees and the shareholders.

• Ensuring compliance of all regulations and laws.

• Ensuring timely and efficient service to the shareholders and to protect shareholder's rights and interests.

• Setting up and implementing an effective internal control systems, commensurate with the business requirements.

• Implementing and comply with the Code of Ethics as laid down by the board

• Co-operating and facilitating efficient working of board committees.

As a part of the disclosure related to Management, the Committee recommends that in addition to the director's report, Management Discussion and Analysis report should form part of the annual report to the shareholders. This Management Discussion & Analysis should include the following within the limits set by the company's competitive position:

• Industry structure and developments.

• Opportunities and Threats

• Segment-wise or product-wise performance.

• Outlook.

• Risks and concerns

• Internal control systems and their adequacy.

• Discussion on financial performance with respect to operational performance.

• Material developments in Human Resources /Industrial Relations front, including number of people employed.
  [This is a mandatory recommendation]

• The Committee therefore recommends that disclosures must be made by the management to the board relating to all material financial and commercial transactions, where they have personal interest, that may have a potential conflict with the interest of the company at large (for e.g. dealing in company shares, commercial dealings with bodies, which have shareholding of management and their relatives etc.)
  [This is a mandatory recommendation.