Board of Directors. C.S. Verma Chairman-cum-Managing Director. R.N. Aga. Director. Dr. Noor Mohammad. Director. Subimal Bose. Director (Production)

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1 cmyk NMDC LIMITED Board of s C.S. Verma Chairman-cum-Managing Vinod Kumar Thakral Syedain Abbasi S. Thiagarajan (Finance) Parminder Hira Mathur Vinai Kumar Agarwal N.K. Nanda Dr. Noor Mohammad S.J. Sibal (Technical) R.N. Aga Subimal Bose S.K. Das Mahesh Shah (Production) Dronadeb Rath (Commercial) Rabindra Singh (Personnel) Kumar Raghavan Company Secretary & ED (L&CC) E.K. Bharat Bhushan (Upto ) J.P. Shukla (Upto ) Arvind Mahajan (Upto ) As on (date of Printing) 3 cmyk

2 NMDC LIMITED Annexure - III Report on Corporate Governance 1. A brief statement on Company's philosophy NMDC, a Navaratna Company, believes in financial prudence, customer satisfaction, transparency, accountability and commitment to values. The good governance it practices is based on its stated belief and the guidelines of the Government of India issued from time to time should go a long way in enhancing value for all those who are associated with the Company: shareholders, customers, suppliers, creditors, Government of India, State Governments, Governmental agencies/departments and the society at large. The Board of s at their 427th meeting have approved the Policy on Corporate Governance. 2. Board of s As on 31st March, 2013 the Board of NMDC comprises of a full time Chairman-Cum-Managing and five Functional s, two Government Nominee s and eight Non-Executive (Independent) s. a. Composition and category of s: Whole-time s i) Shri C.S. Verma, Chairman-cum-Managing (w.e.f ) ii) Shri N.K. Nanda, Chairman-cum-Managing (from upto ) iii) iv) Shri N.K. Nanda, (Technical) Shri S. Thiagarajan, (Finance) v) Shri S. Bose, (Production) vi) vii) Shri S.K. Das, (Commercial) Shri Rabindra Singh, (Personnel) Government of India nominee s i) Shri S.Machendranathan, Additional Secretary & Financial Adviser (AS&FA), Ministry of Steel (upto ) ii) Shri E.K. Bharat Bhushan, Special Secretary & Financial Adviser (AS&FA), Ministry of Steel (w.e.f ) iii) Shri U.P. Singh, Joint Secretary, Ministry of Steel (upto ) iv) Shri J.P. Shukla, Joint Secretary, Ministry of Steel (from to ) v) Shri Syedain Abbasi, Joint Secretary, Ministry of Steel (w.e.f ) 51

3 ANNUAL REPORT Independent s i) Shri Y.K. Sharma ii) Shri Abdul Kalam iii) Shri K.S. Raju iv) Lt. Gen. (Retd.) Arvind Mahajan (upto ) v) Shri R.N. Aga vi) vii) Mrs. Parminder Hira Mathur Shri D. Rath viii) Shri S.J. Sibal ix) Dr. Noor Mohammad (w.e.f ) x) Shri Vinai Kumar Agarwal (w.e.f ) xi) Shri Mahesh Shah (w.e.f ) The Chairman-Cum-Managing and Functional s are appointed by Government of India for a period of five years or till the age of superannuation or until further orders whichever is earlier. The s are initially appointed by the Board as Additional in terms of the provisions of Section 260 of the Companies Act, 1956 and thereafter by the shareholders in the Annual General Meeting. The appointment may, however, be terminated by either side on three months notice or on payment of three months salary in lieu thereof. Government Nominee s representing Ministry of Steel, retire from the Board on ceasing to be official of Ministry of Steel, Government of India. Non Executive s (Independent) are normally appointed for a tenure of 3 years. As on the date of the Report, the composition of the Board of NMDC is in conformity with Clause 49 of the Listing Agreement and DPE guidelines on Corporate Governance. b. BOARD MEETINGS Board Meeting Procedure: The Board Meetings are convened by giving appropriate advance notice after seeking approval of the Chairman of the Board / Committee as the case may be. In order to address specific urgent needs, meetings are also convened at a shorter notice. Resolutions are also passed by way of circulation in the eventuality of exigencies or urgency. Detailed agenda note are circulated in advance to the Board Members for facilitating meaningful, informed and focused decision at the meeting. In case of special and exceptional circumstances, additional / supplemental agenda item(s) are also permitted. 52

4 NMDC LIMITED Information placed before the Board of s The Board of s has complete access to information within the Company. The information inter alia, regularly supplied to the Board includes: Annual Operating Plans and Budgets and any updates. Capital Budget, Revenue Budget and any updates. Quarterly / Annual Results of the Company. Minutes of Meeting of Audit Committee and other Committees of the Board. Minutes of the Meeting of Board of s of Subsidiary Companies. Major Investments in Subsidiaries, Associates, Joint Ventures and Strategic Alliances. Disclosure of Interest by s and other statutory items. Major expansion plans of the Company. Any significant development in Human Resources / Industrial Relation. Attendance of each at the Board Meeting and the last AGM Sl. Name of the No. of Board No. of Board Last AGM No. Meetings held Meetings attended Attended 1 Shri C.S. Verma Chairman-cum-Managing (w.e.f ) YES 2 Shri N.K. Nanda Chairman-cum-Managing (upto ) 1 1 YES 3 Shri N.K. Nanda (Technical) YES 4 Shri S. Thiagarajan (Finance) YES 5 Shri S. Bose (Production) YES 6 Shri S.K. Das (Commercial) YES 7 Shri Rabindra Singh (Personnel) YES 53

5 ANNUAL REPORT Sl. Name of the No. of Board No. of Board Last AGM No. Meetings held Meetings attended Attended 8 Shri S. Machendranathan (upto ) 3 3 NA 9 Shri E.K. Bharat Bhushan (w.e.f ) NO 10 Shri U.P. Singh (upto ) 3 3 NA 11 Shri J.P. Shukla (from to ) 4 4 YES 12 Shri Syedain Abbasi (w.e.f ) 7 7 NA 13 Shri Y.K. Sharma 2 2 NA 14 Shri Abdul Kalam 2 2 NA 15 Shri K.S. Raju 2 2 NA 16 Lt. Gen.(Retd.) Arvind Mahajan YES (upto ) 17 Shri R.N. Aga YES 18 Mrs. Parminder Hira Mathur YES 19 Shri D. Rath YES 20 Shri S.J. Sibal YES 21 Dr. Noor Mohammad (w.e.f ) 6 6 NA 22 Shri Vinai Kumar Agarwal (w.e.f ) 6 6 NA 23 Shri Mahesh Shah (w.e.f ) 6 6 NA 54

6 NMDC LIMITED c. Number of other Boards or Board Committees in which he / she is a Member or Chairperson Sl. Name of the No. of ship and Committee No. Membership / Chairmanship Other Committee Committee ship Membership Chairmanship 1 Shri C.S. Verma Chairman-cum-Managing (w.e.f ) 2 Shri N.K. Nanda 9 2 Nil (Technical) 3 Shri S. Thiagarajan 6 2 Nil (Finance) 4 Shri S. Bose 2 2 Nil (Production) 5 Shri S.K. Das (Commercial) 1 1 Nil 6 Shri Rabindra Singh 1 Nil Nil (Personnel) 7 Shri S. Machendranathan 8 Nil Nil (upto ) 8 Shri E.K. Bharat Bhushan 6 Nil Nil (w.e.f ) 9 Shri U.P. Singh 3 Nil Nil (upto ) 10 Shri J.P. Shukla 1 Nil Nil (from to ) 11 Shri Syedain Abbasi 1 Nil Nil (w.e.f ) 12 Shri Y.K. Sharma Nil Shri Abdul Kalam 1 Nil Nil 14 Shri K.S. Raju Nil 1 Nil 15 Lt. Gen.(Retd.) Arvind Mahajan (upto ) 16 Shri R.N. Aga Nil 1 Nil 17 Mrs. Parminder Hira Mathur Nil 1 Nil 18 Shri D. Rath 2 1 Nil 55

7 ANNUAL REPORT Sl. Name of the No. of ship and Committee No. Membership / Chairmanship Other Committee Committee ship Membership Chairmanship 19 Shri S.J. Sibal 3 Nil Nil 20 Dr. Noor Mohammad Nil Nil Nil (w.e.f ) 21 Shri Vinai Kumar Agarwal 2 1 Nil (w.e.f ) 22 Shri Mahesh Shah 2 Nil Nil (w.e.f ) Notes: i) Excluding Private Limited Companies, Foreign Companies and Section 25 Companies. ii) iii) Membership / Chairmanship of only the Audit Committee, Shareholders' Committee, Investor Grievance Committee of all Public Limited Companies (Explanation to clause 49(C) of the Listing Agreement). Committee Membership of NMDC is also included. s are not inter se related to each other. d. No. of Board Meetings held, dates on which held. During the year , fourteen (14) Board meetings were held, the details of which are given below: S.No. Board Meeting Board Meeting Board Strength No. of s No. Date Present

8 NMDC LIMITED Brief Resume / profiles of the s and expertise in specific functional areas forms part of the Annual Report. 3. Audit Committee i. Brief description of terms of reference The role of the Audit Committee shall include the following: Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. Recommending to the Board the fixation of audit fees. Approval of payment to statutory auditors for any other services rendered by the statutory auditors. Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to: Matters required to be included in the s' Responsibility Statement to be included in the Board's report in terms of clause (2AA) of Sec 217 of the Companies Act, Changes, if any, in accounting policies and practices and reasons for the same. Major accounting entries involving estimates based on the exercise of judgment by management. Significant adjustments made in the financial statements arising out of audit findings. Compliance with listing and other legal requirements relating to financial statements. Disclosure of any related party transactions. Qualifications in the draft audit report Reviewing, with the management, the quarterly financial statements before submission to the Board for approval. Reviewing with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue etc) the statement of funds utilized for the purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency the utilization of proceeds of a public or right issue and making appropriate recommendation to the Board to take up the steps in the matter. Reviewing with the management, performance of statutory and internal auditors and adequacy of the internal control systems. Reviewing the adequacy of internal audit function, if any, 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. 57