Letter Of Appointment Of Independent Director Page 10
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12EXTRACT OF REGULATION 4(2)(f) OF SEBI ( LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
Responsibilities of the Board of Directors
i.
Disclosure of Information
(1) Members of the Board of Director and key managerial personnel shall disclose to the
board of directors whether they, directly, indirectly, or on behalf of third parties, have a
material interest in any transaction or matter directly affecting the listing entity.
(2) The Board and top management should conduct themselves so as to meet the
expectations of operational transparency to stakeholders while at the same time
maintaining confidentiality of information in order to foster a culture for good decision-
making.
ii.
Key functions of the Board:
The board should fulfill certain key functions, including:
(1) Reviewing and guiding corporate strategy, major plans of action, risk policy, annual
budgets and business plans, setting performance objectives, monitoring implementation
and corporate performance, and overseeing major capital expenditures, acquisitions and
divestments.
(2) Monitoring the effectiveness of the company’s governance practices and making changes
as needed.
(3) Selecting, compensating, monitoring and, when necessary, replacing key managerial
personnel and overseeing succession planning.
(4) Aligning key managerial personnel and board remuneration with the longer term interests
of the company and its shareholders.
(5) Ensuring a transparent board nomination process with the diversity of thought,
experience, knowledge, perspective and gender in the Board.
(6) Monitoring and managing potential conflicts of interest of management, board members
and shareholders, including misuse of corporate assets and abuse in related party
transactions.
(7) Ensuring the integrity of the company’s accounting and financial reporting systems,
including the independent audit, 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.
(8) Overseeing the process of disclosure and communications.
(9) Monitoring and reviewing Board Evaluation framework.
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