(B) NON- EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES
The Company does not pay any other remuneration to them besides sitting fees. Appropriate records are
maintained in respect of the payment made to them.
BOARD OF DIRECTORS
(A) COMPOSITION OF BOARD OF DIRECTORS
In compliance with clause 49 (1) (A) of the Listing Agreement, the Board comprises of optimum combination of both
Executive and Non Executive Directors i.e two Executive and two Non executive directors of whom one is an
independent Director. The Chairman of the Board is an Executive Director and in compliance with the said clause
more than half of the Board comprises of Independent Directors. All the members of the Board are highly experienced
professionals drawn from the field of business and finance.
CODE OF CONDUCT
A company's reputation is one of its most valuable assets. The relationships between the company's employees,
customers, partners, shareholders as well as competitors are based on this. This Code is the foundation for acting
responsibly and with integrity throughout KCC SOFTWARE LTD.
We are all guided, privately as well as in our professional lives, by our very own code of conduct and personal values
which are influenced by our upbringing, education and experience but also through social requirements such as laws
and regulations. In most cases we intuitively know what the right thing to do is. We personally know what it means to
act with integrity.
All Board members and senior management personnel affirms compliance with the code on annual basis. The Annual
report of the company contains a declaration to this effect signed by the CEO.