Copy from Satyam’s Audited accounts. No comments, only an extract fyi. If you thought frauds start with greed, I agree. If you think you can lie with your mouth open, AND with your mouth closed, I agree. Here is a nice extract, read on and conclude why the BOD kept quite. I am not commenting on whether Non-Ex Directors should get ESOPs. I am not commenting whether the rate per hour of work by the Executive Directors should be calculated. I am not commenting on whether the auditor’s fee be related to the sales turnover or hours spent. That is for the powers that be to decide. Would love your comments!
The Audit committee consists of 100 percent independent and non-executive directors and helps Board of Directors fulfill its oversight responsibilities.
The functions of Audit committee include:
1. Oversight of the company’s financial reporting process and disclosure of financial information to ensure that the financial statements are correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
3. Approval of engagement and payment to statutory auditors for any other non-audit services rendered by the statutory auditors.
4. Reviewing with the management, the quarterly financial statements before submission to the Board for approval.
5. Reviewing with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.
6. Reviewing the adequacy of internal audit function including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
Composition and other details
1) Prof. M Rammohan Rao, Chairman
2) Dr. (Mrs.) Mangalam Srinivasan
3) Mr. T R Prasad
4) Prof. V S Raju
During the year, the Audit committee met seven times: April 20, July 20, August 29, October 23, November 30, 2007, and January 21 and March 18, 2008. Prof. M Rammohan Rao attended all seven meetings, Dr. (Mrs.) Mangalam Srinivasan attended four and participated in three through video conference, and Mr. T R Prasad and Prof. V S Raju attended all six meetings held after their induction as committee members.
The meetings of the Audit committee were attended by the Chief Financial Officer, Head of Internal Audit and Statutory Auditors as invitees. The quarterly and annual audited financial statements of the Company were reviewed by the Audit committee before consideration and approval by the Board of directors. The Audit committee reviewed the adequacy of internal control systems and internal audit reports and their compliance thereof.
The Chairman of the committee, Prof. M Rammohan Rao, was present at the previous AGM, which was held August 30, 2007.
Non-executive directors Rs.
Particulars V P R Rao Mnglm Srinvsn Ka G Palepu Vd K Dham M R Rao T R Prsad V S Raju
Commission 1,00,000 12,00,000 12,00,000 12,00,000 12,00,000 11,33,333 11,33,333
Sitting Fees – 80,000 40,000 10,000 1,20,000 1,20,000 1,30,000
Professional Fee – – 79,51,000 – – – –
Total 1,00,000 12,80,000 91,91,000 12,10,000 13,20,000 12,53,333 12,63,333
Stock options 10,000@ 5,000* 5,000* 5,000* 10,000@ 10,000@ 10,000@
*ADS linked Restricted Stock Units (each ADS represents 2 underlying equity shares) at a grant price of $ equivalent Rs. 4/-.
@. Equity linked Restricted Stock Units at a grant price of Rs. 2/-
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