Atul Ltd 2017-18

55 2.1.6 Setting: i) a corporate culture and the Values ii) well-defined mandate, composition and working procedures of the Committees 2.1.7 Others: i) Acting on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the Company and the Shareholders ii) Aligning remuneration of the key executives and the Board Members with the long-term interests of the Company and the Shareholders iii) Applying high ethical standards iv) Assigning sufficient number of the Non-executive Board Members capable of exercising independent judgement to items where there is a potential for conflict of interest v) Assisting the Executive Management by challenging the assumptions underlying strategy, strategic initiatives (such as acquisitions), risk appetite, exposures and the key areas of focus of the Company vi) Encouraging training of the Directors on a continuous basis to ensure that the Board Members are kept up-to-date vii) Exercising objective and independent judgement on corporate affairs viii) Facilitating the Independent Directors to perform their role effectively as the Board Members and also as the Members of Committees ix) Meeting the expectations of operational transparency of the Stakeholders while maintaining confidentiality of information in order to foster a culture of good decision-making 2.2 Appointment and tenure 2|3 rd of the Directors (other than the Independent Directors) are rotational Directors. 1|3 rd of rotational Directors retire in every Annual General Meeting (AGM) and, if eligible, offer themselves for reappointment. The Whole-time Directors are appointed by the Members for a period up to 5 years. The contracts with Whole-time Directors provide notice period of 6 months and severance pay as per the provisions of the Companies Act, 2013. 2.3 Composition, name, other directorships | committee memberships The Board comprises experts drawn from diverse fields | professions. At this time, it consists of 13 Members comprising 9 Non-executive Directors (7 Independent and 2 Non-independent), 4 Executive Directors (including 2 promoters). The Independent Directors account for 54% of the strength of the Board, as against minimum requirement of 50% as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and 33.33% as per the Companies Act, 2013. The Non-executive Directors are eminent professionals, drawn from amongst persons with skill, experience and knowledge in one or more fields of finance, law, management or any other discipline related to the business of the Company. No. Name Directorship(s) in other company (ies)¹ Membership(s) of the Committee(s) of the Board(s)² Chairmanship(s) of the Committee(s) of the Board(s)² Chairman and Managing Director 01. S S Lalbhai 5 3 – Managing Director 02. S A Lalbhai 3 – – Whole-time Directors 03. B N Mohanan 8 – – 04. T R Gopi Kannan 8 4 –