The primary role of the Board of Directors is that of trusteeship to protect and enhance shareholder value through strategic supervision of the Company, its wholly owned subsidiaries and their wholly owned subsidiaries. As trustees they will ensure that the Company has clear goals relating to shareholder value and its growth. The Board should set strategic goals and seek accountability for their fulfillment. They will provide direction, and exercise appropriate control to ensure that the Company is managed in a manner that fulfills stakeholder aspirations and societal expectations.
The Board will annually review its own functioning to ensure that it is fulfilling its role. The Board will also evaluate the performance of the MD, other Directors and Board Committees.
The Board will have a balance of skills, competencies, experience and diversity of perspectives appropriate to the Company and its business. For this purpose, diversity shall be considered from a number of aspects including, but not limited to, educational & cultural background, nature of professional, administrative & industry experience, skills, knowledge, and gender representation in line with the relevant policies of the Company.
The Non-Executive Directors shall be drawn from amongst eminent professionals, with experience in business / finance / law / public administration and enterprises. Directors shall be appointed / re-appointed for a period of three to five years or a shorter duration, in accordance with the retirement guidelines as may be determined by the Board from time to time or by any applicable statutes, rules, regulations or guidelines, and in the case of MD / Executive Director up to the date of their retirement, whichever is earlier.
Non-Executive Directors, including Independent Directors, are expected to play a critical role in imparting balance to the Board processes by bringing an independent judgement to bear on issues of strategy, performance, resources, standards of Company conduct, etc.
The Board shall meet at least five times in a financial year. The tentative annual calendar of meetings shall be agreed upon at the beginning of each year. The quorum for meetings shall be one third of members, including one Independent Director, and decisions shall be taken by simple majority, unless statutorily required otherwise. Meetings shall be governed by a structured agenda. All major issues included in the agenda shall be backed by comprehensive background information to enable the Board to take informed decisions. Agenda papers, as far as practicable, shall be circulated at least seven days prior to the meeting. Normally items for the Board Agenda, except those emanating from Board Committees, shall have been examined by the SEMC. Draft Minutes of Board Meeting shall be circulated within fifteen days of the meeting.
The Board shall have the following Committees whose terms of reference shall be determined by the Board from time to time:
Audit Committee: To provide reassurance to the Board on the existence of an effective internal control environment that ensures (a) efficiency and effectiveness of operations, (b) safeguarding of assets and adequacy of provisions for all liabilities, (c) reliability of financial and other management information and adequacy of disclosures, and (d) compliance with all relevant statutes.
Nomination and Remuneration Committee: To identify persons qualified to become Directors and to formulate criteria for evaluation of performance of the MD, other Directors and the Board as a whole. The Committee's role inter alia includes recommending to the Board the appointment, remuneration and removal of Directors, SEMC Members, Chief Financial Officer, Company Secretary and Senior Management.
Securityholders Relationship Committee: To oversee redressal of shareholder & investor grievances. The Committee's role also includes reviewing the adherence to the service standards by the Registrar and Share Transfer Agent appointed by the Company.
CSR and Sustainability Committee: To review, monitor and provide strategic direction to the Company's CSR and Sustainability practices and guide the Company in integrating its social and environmental objectives with its business strategies. The Committee shall also formulate & monitor the CSR Policy and recommend to the Board the annual CSR Action Plan of the Company.
Independent Directors Committee: The role of the Committee would be such as may be prescribed under law.
In addition to the above, the Board may constitute such other Committee(s), as it may consider appropriate and decide on their Terms of Reference.
Terms of Reference of the Board Committees shall inter alia include:
The composition of the Board Committees will be as follows or as may be prescribed by law from time to time:
| COMMITTEE |
MEMBERS |
CHAIRPERSON |
| Audit Committee |
Three or more Directors of the Company, as may be decided by the Board, with at least two-third of the members being Independent Directors. All the members of the Committee shall be financially literate and at least one member shall have accounting or related financial management expertise. The Chief Financial Officer, the Head of Internal Audit and the representative of the Statutory Auditors shall be Invitees to the meetings of the Committee. The Company Secretary shall act as the Secretary. |
One of the Independent Directors, to be appointed by the Board. |
| Nomination and Remuneration Committee |
Three or more Non-Executive Directors of the Company, as may be decided by the Board, with at least two-third of the members being Independent Directors. The Chairperson of the Company shall be a Member of the Committee. The Company Secretary shall act as the Secretary. |
One of the Independent Directors, to be appointed by the Board. |
| Securityholders Relationship Committee |
Three or more Directors of the Company, as may be decided by the Board, with at least one member being an Independent Director. The Company Secretary shall act as the Secretary. |
One of the Non-Executive Directors, to be appointed by the Board. |
| CSR and Sustainability Committee |
Three or more Directors of the Company, as may be decided by the Board, with at least one member being an Independent Director. The Company Secretary shall act as the Secretary. |
One of the Non-Executive Directors, to be appointed by the Board. |
| Independent Directors Committee |
All the Independent Directors of the Company. |
One of the Independent Directors. |
Normally meetings of the Board Committees shall be convened by their respective Committee Chairperson. However, any member of the Committee may, with the consent of the concerned Chairperson, convene a meeting of the Committee.
Signed minutes of Board Committee meetings shall be tabled before the Board for its information. However, matters requiring the Board's attention/ approval should be tabled in the form of note(s) to the Board with clearance of the Committee Chairperson.
