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Committees of the Board

To efficiently discharge its fiduciary duties and oversight responsibilities, the Board has delegated some of its powers to its extended arms – the Board Committees.

Brief description of these Committees along with its composition is as below:
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Audit Committee

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management’s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the internal auditor, the statutory auditor and the cost auditor and notes the processes and safeguards employed by each of them.

 

The Board of Directors of the Company adopted the Charter on March 31, 2015, which was subsequently revised on February 4, 2016. The Charter is available in the Reading Room section.

 

The Company Secretary acts as the Secretary of the Committee. The internal auditor reports functionally to the Audit Committee.

 

The composition of the Committee is as hereunder:

  1. Mr. O P Bhatt, Chairman
  2. Mr. Ishaat Hussain, Member
  3. Mr. Andrew Robb, Member
  4. Mr. Aman Mehta, Member

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Nomination and Remuneration Committee

The purpose of the Nomination and Remuneration Committee (NRC) is to oversee the Company’s nomination process for the senior management and specifically to identify, screen and review individuals qualified to serve as Executive Directors (EDs), Non-Executive Directors (NEDs) and Independent Directors consistent with criteria approved by the Board and to recommend, for approval by the Board, nominees for election at the Annual General Meeting of the shareholders.

 

The Board has adopted an NRC Charter for the functioning of the Committee on May 20, 2015. The Charter is available in the Reading Room section.

 

The Committee also discharges the Board’s responsibilities relating to compensation of the Company’s EDs and senior management. The Committee has formulated remuneration policy for directors, KMPs and senior management, which is available in the Reading Room section. The criterion for making payments to NEDs is available in the Reading Room section. The Committee has the overall responsibility of approving and evaluating the compensation plans, policies and programmes for EDs and the senior management. The Committee reviews and recommends to the Board the base salary, incentives/commission, other benefits, compensation or arrangements and executive employment agreements for the EDs for its approval.

 

The Committee further coordinates and oversees the annual self-evaluation of the performance of the Board, Committees and of individual Directors.

 

The composition of the Committee is as hereunder:

  1. Mrs. Mallika Srinivasan, Chairperson
  2. Mr. Ishaat Hussain, Member
  3. Mr. O.P. Bhatt, Member

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Corporate Social Responsibility Committee

The purpose of our Corporate Social Responsibility (CSR) Committee is to formulate and recommend to the Board, a Corporate Social Responsibility Policy, which shall indicate the activities to be undertaken by the Company recommend the amount of expenditure the Company should incur on CSR activities and monitor from time to time the CSR activities and Policy of the Company.

 

The Board has approved a Charter for the functioning of the Committee, on March 31, 2015. The CSR Committee Charter and the policy are available in the Reading Room section.

 

The composition of the Committee is as hereunder:

  1. Mr. Ishaat Hussain, Chairman
  2. Mr. D. K. Mehrotra, Member
  3. Mr. O.P. Bhatt, Member
  4. Mr. Koushik Chatterjee, Member
  5. Mr. T.V. Narendran, Member

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Risk Management Committee

The Company has constituted a Risk Management Committee (RMC) for framing, implementing and monitoring the risk management policy of the Company.

 

The terms of reference of the Committee are:

  1. Overseeing key risks, including strategic, financial, operational and compliance risks
  2. Assisting the Board in framing, implementing and monitoring the Risk Management Plan for the Company and reviewing and guiding the Risk Policy
  3. Developing risk management policy and risk management system /framework for the Company

 

The Board has adopted a charter for our RMC Committee on May 20, 2015 in accordance with Regulation 21 of the Listing Regulations. The Charter is available in the Reading Room section.

 

The composition of the Committee is as hereunder:

  1. Mr. O.P.Bhatt, Chairman
  2. Mr. Ishaat Hussain, Member
  3. Mr. D.K. Mehrotra, Member
  4. Mr. Koushik Chatterjee, Member
  5. Mr. T.V.Narendran, Member
  6. Mr. Anand Sen, Member
  7. Mr. Sandip Biswas, Member
  8. Mr. N.K.Misra, Member
  9. Dr. Hans Fischer, Member

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Stakeholders’ Relationship Committee

The purpose of our Stakeholder Relationship Committee is to consider and resolve the grievances of the shareholders, debenture holders and other security holders of the Company, including complaints relating to non-receipt of annual report, transfer and transmission of securities, non-receipt of dividends/interests and such other grievances as may be raised by the security holders from time to time.

 

The composition of the Committee is as hereunder:

  1. Mr. D.K. Mehrotra, Chairman
  2. Mr. Ishaat Hussain, Member
  3. Mr. Koushik Chatterjee, Member

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