Odisha Hydro Power Corporation Limited (OHPC) is governed by a structured and transparent decision-making framework headed by a Board of Directors. The Board is responsible for policy formulation, strategic oversight, and key corporate decisions.

As per the Articles of Association of OHPC, the maximum number of Directors in the Board shall be Fifteen (15). It comprises of:

• Chairman
• Managing Director (MD)
• Functional Directors:
  • Director (Finance)
  • Director (HR)
  • Director (Operation)
  • Director (Projects)Government Nominee Directors from Energy, Finance, Public Enterprises and Water Resources.

• Independent Directors (5 nos. of Independent)

The Management hierarchy flows from the Board to the Functional Directors and departmental heads / Units, ensuring accountability and effective implementation of Board decisions.

The Corporation follows well-defined channels of supervision and control, guided by the Delegation of Powers (DoP). The power for administrative approval vis-à-vis financial is exercised by the Delegation of Power (DoP) by CMD/ Chairman/ MD/ Functional Directors and the Unit Head(s) at the unit level.

While day-to-day functional decisions are taken at appropriate levels as per delegated authority, all major corporate decisions are approved by the Board and subsequently communicated for implementation across the organization.

The powers and duties of officers and employees are derived from the Memorandum and Articles of Association, as well as from approved codes, manuals, and conduct rules, ensuring ethical and efficient discharge of responsibilities. Functional and operational decisions are taken at appropriate levels as per delegated authority, while major strategic or policy decisions are approved by the Board.

Further, for Internal Control & governance, the corporation has carried out various audit, such as Internal Audit, Stock Audit, Physical verification of assets, Secretarial Audit, Cost Audit, etc. and also transaction audit carried out by C &AG from time to time.

OHPC Board has constituted various Board-level Committees to ensure focused governance and compliance with statutory and regulatory requirements. These committees oversee matters such as audit, CSR, HR, Risk management etc..

Details regarding the constitution and functioning of these committees are as follows:

• Audit Committee
• Human Resource Committee
• Nomination & Remuneration Committee
• Corporate Social Responsibility (CSR) Committee
• Risk Management Committee

The Corporation follows the norms and procedures set out by different departments of Govt. of Odisha and other statutory authorities to ensure transparency, accountability, and good corporate governance.

Assessment of Performance and objectives

The Corporation has made MoU every year with the concerned Administrative department, i.e. Energy Department to carry out future objectives and achievement of developmental objectives as well as Commercial objectives.

The performance of the MoUs with the actuals/ audited figures are carried out by   self-evaluation & further carried out by the Public Enterprise department through concerned Administrative department for ratings.

As per the latest MoU with Energy Department, the Corporation has achieved “Very Good” rating through self-evaluation for the FY 2024-25.

Delegation of Powers and Other Governance Framework

As per the guidelines issued by the Public Enterprises Department of Govt. of Odisha, the following is the Delegation of Powers applicable to OHPC, being categorized as a Gold rated state PSU:

Pursuant to the Revised Criteria for Categorization Framework for State Public Sector Undertakings (PSUs) and the Delegation of Powers (DoP) to the Board of Directors, as issued by the “Government of Odisha, Public Enterprises Department”, and considering that OHPC is categorized as a “Gold” rated state PSU, the Board of Directors of the PSU is delegated the followings:-

• Capital Expenditure – Up to Rs. 250 crore
• Allowances and Entitlements of Employees:
• Authority to implement Pay Revision and DA as declared by the Government.
• Can implement Performance Linked Incentive (PLI) schemes, capped at 5% of the last audited financial year’s profit.

Both the above allowance and entitlement related actions of the Board are subject to fulfilment of prescribed “Criteria A” i.e have completed statutory audit up to the last preceding financial year, not defaulted on loan repayments to Banks/FIs,, not defaulted in payment of statutory dues (PF, ESI, etc.) and should not be in receipt of Government budgetary support for administrative/establishment expenses.

• Organizational Restructuring:
• Power to abolish sanctioned posts.
• Can swap posts among sanctioned posts without altering total sanctioned strength, or grades (inter se).
• Authority to fill up vacant posts, excluding Class IV posts
• Foreign Tours -Prior approval of the Administrative Department is mandatory for tours abroad.

Governance & Structural Pre-requisites

Following is a list of pre-requisites for categorization of a State PSU (Platinum, Gold, Silver, Bronze)

• Annual MoU signing with the Administrative Department.
• Required number of Independent Directors, including at least one-Woman Director.
• No financial or contingent liability on the Government due to Board decisions.
• Major proposals (capex, investments, restructuring, long-term commitments):
  • To be professionally prepared,
  • Financially appraised, and
  • Placed before the Board well in advance with risk analysis.
• Presence of Government Director, Independent Director, and concerned Functional Director(s) during major decisions related to investments, expenditure, organizational or capital restructuring.
• Robust internal control and audit systems, including an Audit Committee with Independent Directors. Decisions not unanimous must be backed by at least two-thirds of Directors present, and recorded reasons and dissents in writing.

Composition of Board’s Committees