Corporate Governance. The Board of Directors of Aditya Birla is responsible for the corporate governance of the Company.

The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable. The Corporate Governance Council's principles Lay solid foundations for management and oversight. Structure the Board to add value. Promote ethical and responsible decision making. Safeguard integrity in financial reporting. Make timely and balanced disclosure. Respect the rights of shareholders. Recognize and manage risk. Remunerate fairly and responsibly.

Role of the Board of Directors

To chart direction , strategies and financial objectives for Birla Minerals. Monitor compliance with regulatory requirements, ethical standards and external commitments; To appoint, evaluate the performance, determine the remuneration , and plan for the succession. Ensure that the Board continues to have the mix of skills and experience necessary to conduct Birla s activities, and that appropriate directors are selected and appointed as required.

Board structure and composition

Under the Board Charter, the Board will comprise six members, of which at least three must be independent non executive Directors. Company acknowledges that this does not constituent a majority of independent non-executive directors but believes the Board is of a suitable composition and possesses the necessary skills to govern the Company. Under aditya Birla Constitution, voting requires a simple majority of the Board.

Board and management effectiveness

The Charter contemplates that the Board will annually assess the performance of the Board as a whole, and the individual Directors, as well as the effectiveness of the Board Charter. To ensure management, as well as Board effectiveness, the Board has direct responsibility for evaluating the performance of the Chief Executive Officer. Furthermore, individual Directors performance is evaluated by reference to the Director's contribution to monitoring and assessing management performance in achieving strategies and budgets approved by the Board. An evaluation procedure in relation to the Board, individual Directors, Board Committees and Company executives has been adopted by the Board and the evaluation procedure is expected to be completed in the first half of the 2010/2011 financial year.