INSTITUTE OF PROFESSIONAL EDUCATION & RESEARCH

BUSINESS ENVIRONMENT

Assignment - 1

A report on Impact of Corporate Governance on the firm Siemens Ltd.

Board Composition and diversity The Managing Board

Managing Board
Deepak S. Parekh D. C. Shroff Y. H. Malegam N. J. Jhaveri Prof. Dr. Hermann Requardt K. Dadiseth P. V. Nayak J. Kaeser Dr. Otmar Schmitt Stephan Schneider Wolfgang Dehen Ajai Jain Chairman Director Director Director Director Director Director Director Director Director Director Corporate Secretary

Whole Time Director and Corporate Management

Dr. Armin Bruck Sunil Mathur

Managing Director and Chief Financial Officer Executive Director and Chief Financial Officer

Committees of Directors Audit Committee Yezdi H. Malegam Deepak S. Parekh KekiDadiseth Joe Kaeser / Dr. Otmar Schmitt Investors Grievance Committee Darius C. Shroff Pradip V. Nayak Dr. Armin Bruck

Remuneration Committee Narendra J. Jhaveri (Chairman) Darius C. Shroff Deepak S. Parekh Pradip V. Nayak

Corporate Governance Committee Investment Committee Keki Dadiseth (Chairman) Deepak S. Parekh (Chairman) Deepak S. Parekh Yezdi H. Malegam Yezdi H. Malegam Pradip V. Nayak Darius C. Shroff Joe Kaeser / Joe Kaeser / Dr. Otmar Schmitt Dr. Otmar Schmitt Sunil D. Mathur Dr. Armin Bruck

Percentage of independent directors on board

During the year under the Board comprised of 11 expert (excluding Alternative Directors) The Board has an optimum combination of Executive and Non-executive Directors, which is conformity with the requirement of clause 49 of the listing Agreement with Stock exchanges in this regard. The chairman of the board is a non-executive director and independent Director. All Directors, except the Managing Director and special Director, are liable to retire by rotation. The necessary disclosures regarding committee regarding committee positions have been made by all the Directors on the Board is a member of more than 10 committee and Chairman of more than 5 committee across companies in which they are directors. There is no relationship between the Directors.

Impact of Corporate Governance Resolutions passed in the Board meeting Financial Year 2010-2011 Special Resolution Passed Approving the issue and allotment of shares consequent to amalgamation SAGs Offer Period. No special resolution passed.

2009-10

(a) Approving payment of Directors (b) Approving Siemens Limited Share Matching Plan (SMPScheme) (c) Approving SMP Scheme to the employees of Indian subsidiaries of the Company 2007-08 Approving Amendment to the Articles of Association of the Company Siemens Internal Regulations.

2008-09

Here are some of the resolutions passed by the company with respect corporate governance changes over the years. During the last financial year no resolution was passed through Postal Ballot in accordance with Section 192A of the Companies 1956.

Share Prices Of the Firm Year 2009:

Number of Shares held (Face Value of Rs.2 each) 1-500 501-1000 1001-2000 2001-3000 3001-4000 4001-5000 5001-10000 10001 & above Total Number 10,747,156 5,577,256 7,047,203 5,361,173 4,497,151 2,777,186 6,845,127 294,307,948 337,160,200 Shares % of total 3.19 1.66 2.09 1.59 1.33 0.82 2.03 87.29 100

Category Promoter and group co. Public Banks and indian financial institutions Mutual funds and Uti FIIS Bodies corporates NRIs and OCBs Directors and their Relatives Total

% of total 55.18 15.74 17.7 4.75 3.51 2.68 0.43 0.01 100

3% 5% 3% 18% 55% 16% 0% 0% Promoter and group co. Public Banks and indian financial institutions Mutual funds and Uti FIIS

Year 2010:
Number of Shares held (Face Value of Rs.2 each) 1-500 501-1000 1001-2000 2001-3000 3001-4000 4001-5000 5001-10000 10001 & above Total Number 9,052,804 5,115,989 6,556,609 5,166,236 4,216,989 2,568,452 6,513,724 297,969,397 337,160,200 Shares % of total 2.69 1.52 1.94 1.53 1.25 0.76 1.93 88.38 100

Category Promoter and group co. Public Banks and indian financial institutions Mutual funds and Uti FIIS Bodies corporates NRIs and OCBs Directors and their Relatives Total

% of total 55.18 14.35 16.88 6.25 4.14 2.82 0.37 0.01 100

Promoter and group co. 4% 3% 1% 0% 6% 17% 55% 14% Public Banks and indian financial institutions Mutual funds and Uti FIIS Bodies corporates

Year 2011:
Category Promoter and group co. Public Banks and indian financial institutions Mutual funds and Uti FIIS Bodies corporates NRIs and OCBs Directors and their Relatives Total % of total 75 11.49 5.24 3.09 3.31 1.54 0.32 0.01 100

Number of Shares held (Face Value of Rs.2 each) 1-500 501-1000 1001-2000 2001-3000 3001-4000 4001-5000 5001-10000 10001 & above Total Number

Shares 20,297,856 8,032,591 5,366,400 2,815,628 1,727,292 1,031,880 3,450,403 297,572,850 340,294,900

Column1 % of total 5.96 2.36 1.58 0.83 0.51 0.3 1.01 87.45 100

5% 3% 12%

3% 2% 0% 0%

Promoter and group co. Public 75% Banks and indian financial institutions Mutual funds and Uti

No. of shareholders as on 30th September

2011 145,191

2010 2009 162,135 193,342

The market price and volume of the Companys shares traded on BSE and NSE during each month of the last Financial Year from 1st October, 2009 to 30th September, 2011:
Months/ Year BSE High October 2009 November 2009 December 2009 January 2010 February 2010 '605.00 579.50 '588.80 677.50 690.75 Low ' 507.35 '486.20 '513.00 '580.00 610.00 Volume ' 1,911,939 1,877,318 2,091,628 ' 3,010,371 1,793,214 High ' 605.00 580.00 ' 598.00 ' 677.60 690.45 NSE Low ' 506.10 485.30 ' 513.25 '577.50 611.25 Volume 9,438,437 8,092,545 10,128,925 12,760,247 8,772,487

March 2010 April 2010 May 2010 June 2010 July 2010 August 2010 September 2010 January 2011 Feb-11 March 2011 April 2011 May 2011 June 2011 July 2011 August 2011 September 2011

764.90 762.50 717.65 745.00 750.50 726.25 846.50 884.95 865.00 896.50 901.00 887.70 902.80 951.00 928.95 900.00

675.50 687.15 645.25 667.10 695.00 677.15 684.00 690.05 835.25 844.00 804.15 830.05 832.00 878.00 840.05 816.20

1,444,904 1,231,402 1,936,008 1,193,616 1,271,224 1,074,904 2,861,903 2,903,351 2,580,733 2,425,512 3,400,741 840,338 688,754 684,066 323,987 379,413

765.90 762.10 717.50 746.90 750.80 726.70 846.80 884.60 862.80 887.00 900.05 887.00 904.70 950.00 929.50 900.00

673.55 695.10 620.60 667.55 694.45 680.00 683.50 690.65 835.50 844.25 804.00 828.80 828.20 876.00 840.00 812.40

7,672,295 7,222,541 10,837,025 7,366,376 7,146,089 6,503,630 14,532,647 11,951,785 8,991,600 10,747,195 17,195,151 5,432,023 2,754,109 3,634,797 2,640,239 3,056,377

Financial Performance:
2010-2011 Turnover Profit Before Tax Less: Tax Net Profit After Tax Balance of Profit and Loss account brought forward due to the amalgamation of companies Post Amalgamation profit of SHDL for the period from October 2009 to sep 2010 Post Amalgamation loss of SHDL for the period from October 2009 to sep 2010 (net of tax of Rs. 71,663) Amount available for appropriation -141.24 8,344.06 9,017.81 -7.47 55.14 (24.10) 745.69 12,749.54 4,295.28 8,454.26 2009-10 12,587.48 4,315.36 8,272.12 2.2 Growth % 28.20 1.29

119,419.05 93,152.41

Appropriations: General Reserve Proposed Dividend Dividend Distribution Tax Balance in Profit and loss account carried forward 1200 2,041.77 331.23 4,771.06 7,052.01 1,685.80 279.99 -

Through this we can easily identify that how from past years the company has been showing a consistent performance, as the net profit has also increased.

Corporate Social Responsibility:

Corporate Social Responsibility forms an integral part of the Companys corporate principles and business philosophy. As A co mpany with a strong sense of values and commitment, Siemens believes that profitability must go hand in hand with A sense of responsibility towards employees, stakeholders And the society. The basic aim is to play a positive role Towards the advancement of the society. During the last Fiscal, Siemens supported various social causes with active Participation from employees.

These initiations were taken in the year 2009:

1.

Tsunami Rehabilitation

Realizing the need for long-term rehabilitation for the Tsunami victims, Siemens along with the German Business Community joined hands with Srinivasan Services Trust, a reputed NGO and adopted 4 villages in the worst affected regions of Nagapattinam and Kanyakumari districts. The rehabilitation plan covers fi ve areas, namely Healthcare, Housing, Education, providing livelihood opportunities and Rural Development. After four years of initiating this program, all the activities are well under way. Each of the four medical and social centers in the villages has one fulltime doctor, a nurse and an attendant with around 40- 50 patients visiting every day. 2. Seva Chakkara Ashrama, Chennai

Siemens has partnered with Seva Chakkara Orphanage, a registered NGO in Chennai, which houses 84 boys and girls from different backgrounds such as street children, children of single parent, etc. Led by the Siemens Information Processing Services Ltd. (SIPS), the objective of this initiative is to provide a normal childhood to the children. Associated with the project since two years, Siemens has adopted 15 children by taking over their education and boarding expenses. As part of these efforts, the company has also undertaken refurbishment work and up gradation of infrastructure such as painting of the building, refurbishment of the classrooms, washrooms, Kitchen renovations, setting a medical unit, etc. The enthusiastic and involved employee volunteers of Siemens Chennai visit the Ashrama frequently and spend quality time with the children celebrating various festivals and picnics/outings with the children.

In the year 2010:

The Corporate Social Responsibility (CSR) initiatives for this year they planned in a manner in order to be able to adopt the United Nations Millennium Development goals of Universal Education and a Sustainable Environment. As part of the CSR program, the focus of initiatives was on greater employee participation and sharing of expertise and contributions so as to assist the under privileged children in their development and also garner their support in minimizing the impact caused to the environment.

1. St. Catherines Home, Mumbai: The St. Catherines Home project is an effort by Siemens to address the issue of homeless and vulnerable street children and the Company has been associated with St. Catherines Home, Bandra, Mumbai for the last seven years. The objective of doing this is to make an attempt at providing a normal childhood to over 100 children who reside at St. Catherines. Siemens contributes towar ds the boarding, education and upgradation & refurbishment of infrastructure expenses of St. Catherines Home on a yearly basis. We also organized counseling sessions and recreation programs for the children with active participation from employee volunteers. For a brighter future of the children, we also support the Educational Extension project of St. Catherines Home at Koperkhairane, Navi Mumbai for St. Catherine of Siena School and Orphanage for children, post completion of their primary education. 2. Maa Gayatri School, Baroda: Siemens supported Maa Gayatri School, Baroda a primary Municipal school located near our Factory in Baroda, in upgrading the school infrastructure and promoting primary education by creating an environment which is conducive to learning. This is inline with the UN-Millennium Development Goals of which achieving universal primary education is an important goal. 3. Disaster Relief and Rehabilitation: Disaster Relief and Rehabilitation is an important part of the Siemens CSR program. This year our employees along with Red Cross Society jointly distributed 200 family packs to the communities affected by Aila cyclone in West Bengal. For Haiti earthquake relief too Siemens employees came together as One Siemens and contributed a total of ` 134,253. In addition to the employee contribution, Siemens Limited also contributed INR 10 lacs towards the rehabilitation of infrastructure projects and as support to set up hospitals in Haiti through the German Red Cross. Further we also supported activities in Public Health Promotion and Water & Sanitation during the Leh flood through Oxfam India. 4. Green Initiatives: During the year, they also took their sustainability initiatives forward and demonstrated that they walk the talk when it comes to giving back to their environment. On World Environment Day, 8916 units of power were saved across various Siemens locations. They also contributed to the reduction of our carbon footprint by 7 tonnes of CO2 within a single day. In addition all network printers were switched off and tree plantation was encouraged at St. Catherines Home. On World Earth Day, we renewed our commitment as co-activists to the planet by running a pan-organization initiative to save paper. With assistance from IT Helpdesk all network printers of 13 major locations were disconnected from the Siemens network across India for one day. Over 70% of the network printers were disabled from printing. This one day activity saved nearly 75,000 papers.

In the year 2011:

This time Corporate Social responsibility of Siemens ltd. got a renewed focus on sustainability, and also expanded its its scope with additional economic, environmental and social dimensions. It was thus renamed as Corporate Citizenship. Through its Corporate citizenship Initiatives that promotes Social Development by creating a viable future, Siemens ltd. strives to be an integral part of society. Another significant development in the year was the increased utilization of Siemens technology and innovations in corporate citizenship initiatives. An environmental awareness programme for employees was organized at eight locations of the company in association with Greenpeace on the occasion of World Earth Day. Among the activities was a session in making paper bags.

1. Sanjeevan mobile healthcare clinics:

The Siemens mobile Healthcare clinic Sanjeevan embodies the Companys Corporate value system as it delivers a sustainable and self sufficient solution to the local populations need for healthcare. The mobile clinics are aimed at extending the reach of quality and affordable primary healthcare support across remote rural areas. 2. Education of under-privileged children at Gurgaon:

Under the Siemens caring hand initiative, Siemens ltd. provided funds for water purification facilities, books, stationary, and other basic utilities for six educational centers run by a charitable organization association of India Development in Gurgaon (AID).