Page 170 - Hitachi IR 2025

BOARD’S REPORT
Annexure - C to Board’s Report
Report on Corporate Governance
1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:
The Company’s Code of Governance philosophy is to establish and manage sustainable growing businesses with
the highest standards of honesty, openness and accountability to maximize stakeholders’ value while adhering
to all applicable laws, rules and regulations. Your Company believes that effective leadership, robust policies,
processes and systems and a rich legacy of values form the hallmark of the best corporate governance framework.
The Company fully realizes its Shareholders’ entitlement to information on the Company’s performance and
considers itself a trustee of its Shareholders. The Company provides thorough information to its Shareholders on a
variety of subjects impacting the Company’s business and financial performance. The Company’s basic corporate
governance concept is to achieve business excellence and devote itself to growing long-term Shareholder value
while keeping all stakeholders’ requirements and interests in mind. The Company is dedicated to transparency
in all of its dealings and values corporate ethics. Good corporate governance is the basis for decision-making
and control processes.
2. BOARD OF DIRECTORS:
(a) As on March 31, 2025, the Board of Directors consists of 6 Directors viz., three Independent and three
Non-Independent, out of which two Independent Directors are women Directors. Out of the three Non-
Independent Directors, one is a Managing Director and CEO and which is in conformity and in compliance
with the requirements of Regulation 17 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations). The Chairman of the Board
is a Non-Executive and Non-Independent Director.
(b) (c)  Except for the Managing Director and Independent Directors, the remaining two Non-Independent, Non-
Executive Directors are liable to retire by rotation. Mr. Achim Michael Braun (DIN: 08596097) and Mr. Ismo
Antero Haka (DIN: 08598862), are the Nominee Directors of Promoter i.e., Hitachi Energy Ltd. (formerly
known as Hitachi ABB Power Grids Ltd), holding 71.31% of the paid-up equity share capital of the Company.
In the ensuing Annual General Meeting, Mr. Ismo Antero Haka (DIN: 08598862), Non-Executive and Non-
Independent Director, who is liable to retire by rotation being eligible has opted for re-appointment. There
is no relationship between the Directors inter-se during the financial year under review, other than payment
of sitting fees, payment of commission and reimbursement of expenses incurred by them for the purpose
of attending meetings of the Company.
Composition / Category of Board of Directors as on March 31, 2025:
Name of the Director Category(1)
Number of
Director ships
in other Indian
companies(2)
Committee membership /
Chairmanship in Public Companies(3)
Member Chairman
No. and % of
Equity Shares
held in the
Company (%)
Mr. Nuguri Venu MD & CEO 2 2 Nil Nil
Mr. Achim Michael Braun Chairman, NED Nil Nil Nil Nil
Mr. Ismo Antero Haka NED Nil 1 Nil Nil
Mr. Mukesh Butani NED (ID) 7 7 4 Nil
Ms. Akila Krishnakumar NED (ID) 4 2 Nil Nil
Ms. Meena Ganesh NED (ID) 11 5 1 Nil
(1)
(2)
(3)
 Category: NED - Non-Executive Director, MD - Managing Director, CEO - Chief Executive Officer, NED (ID) -
Non-Executive, Independent Director.
 Includes directorships in Private Limited Companies, Section 8 (Non-Profit) Companies and Company Limited by
Guarantee (excluding Hitachi Energy India Limited).
 Includes only the Audit Committee and the Stakeholders’ Relationship Committee of Public Limited Companies
(including Hitachi Energy India Limited). None of the Directors on the Board is a Member of more than 10 Committees
and Chairperson of more than 5 Committees across all listed companies in which they are Directors.
168 Hitachi Energy India Limited