Corporate Overview Statutory Reports Financial Statements 33 2.1.4 Recommending: a) appointment of the Statutory Auditors b) final dividend 2.1.5 Reviewing: a) corporate strategy, major plans of action, Risk Policy, annual budgets and business plans b) default in payment of statutory dues c) fatal or serious accidents, dangerous occurrences and material environmental matters d) foreign exchange exposure and exchange rate movement e) the integrity of the accounting and financial reporting systems and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control and compliance with the law and relevant standards 2.1.6 Setting: a) a well-defined mandate, composition and working procedures of the committees b) a corporate culture and the Values 2.1.7 Others: a) 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. b) Aligning remuneration of the key executives and the BoardMembers with the long-term interests of the Company and the shareholders. c) Applying high ethical standards. d) Assigning a sufficient number of Non-executive Board Members capable of exercising independent judgement to items where there is a potential for conflict of interest. e) 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. f) Encouraging training of the Directors on a continuous basis to ensure that the Board Members are kept updated. g) Exercising objective and independent judgement on corporate affairs. h) Facilitating the Independent Directors to perform their roles effectively as Board Members and also as members of Committees. i) Meeting the expectations of operational transparency of the stakeholders while maintaining the confidentiality of information to foster a culture of good decision-making. 2.2. Appointment and tenure 2|3rd of the Directors (other than the Independent Directors) are rotational Directors. 1|3rd 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 of up to five years. The contracts with Whole-time Directors provide a notice period of six 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. Currently, it consists of 11 members, comprising seven Non-executive Directors (all Independent ) and four Executive Directors (including two promoters). The Independent Directors account for 63.64% of the strength of the Board, as against the minimum requirement of 50% as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Regulations) and 33.33% as per the Companies Act, 2013. The Independent Directors fulfil the conditions specified in the Regulations and are independent of the Management. The Board has identified certain skills | expertise | competence as required to be possessed by the Board of Directors to ensure the effective functioning of the business(es) and sectors of the Company. The mapping of these skills | expertise | competence among the Directors is as given here:
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