
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
VEDANT ASSET LIMITED
CIN:
U74900JH2015PLC003020
Registered Office: 3rd Floor,
Gayways House Pee Pee Compound Ranchi Jharkhand 834001, India
Telephone
No.: +91- 9304955502 ; E-mail: cs@vedantasset.com
Website: www.vedantasset.com
FAMILIARISATION
PROGRAMME FOR INDEPENDENT DIRECTORS
Preamble:
SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations) stipulates
that the Company shall familiarise the Independent Directors through various
programmes about the Company, nature of the industry in which the Company
operates, the business model of the Company, their roles, rights, responsibilities
as Independent Directors of the Company, etc., through various programmes. As
per Listing Regulation the details of the Familiarisation programme for
Independent Directors shall be disseminated on the website of the Company.
Initial
familiarisation module:
At the time of appointing a Director, a
formal letter of appointment is given to him, which inter alia explains the
role, function, duties and responsibilities expected of him as a Director of
the Company. The Company conducts an introductory familiarisation program /
presentation, when a new Independent Director comes on the Board of the
Company. At the outset, all the independent directors are provided an overview of;
a)
Criteria
of independence applicable to Independent Directors as per Listing Regulations
and the Companies Act, 2013;
b)
Time
allocation by the Independent Directors on financial controls, overseeing
systems of risk management, financial management compliance, Corporate Social
Responsibility, Stakeholders conflicts, Board effectiveness, strategic
direction, Meetings and performance assessment;
c)
Roles,
functions, Duties, Responsibilities and liabilities of Independent Directors;
d)
Directors
Responsibility Statement forming part of Boards’ Report;
e)
Vigil
Mechanism including policy formulation, disclosures, code for Independent
Directors;
f)
Risk
Management Systems & framework;
g)
Board
Evaluation Process and Procedures;
The Director is also explained in
detail the compliances required from him under the Companies Act, Listing
Regulations and other relevant regulations and his affirmation taken with
respect to the same. With a view to familiarize him with the Company’s
operations, the Chairman/Managing Director provides a one-to-one interaction on
the organisational set up, the functioning of various divisions / departments,
the Company’s market share and the markets in which it operates, governance and
internal control processes and other relevant information pertaining to the
Company’s business. The above initiatives help the Director to understand the
Company, its business and the regulatory framework in which the Company
operates and equips him to effectively fulfil his role as a Director of the
Company.
Continual
familiarisation modules:
The Company will follow a structured
orientation programme for the Independent Directors to understand and get
updated on the business and operations of the Company on a continuous basis.
The familiarisation module shall inter-alia, include regular inputs on strategy
and business model of the Company, budgeting and planning, performance of
various business verticals, statutory reporting including Internal Audit
Reports, SEBI Audit Reports and compliance related certifications and overview
of business of subsidiaries on an on-going basis through the Chairman/ Managing
Director/Chief Financial Officer and the Senior Managerial Personnel. The
Company will also provide an opportunity to the Independent Directors to
interact with the senior leadership team of the Company and help them to
understand the Company’s strategy, business model, operations, service and
product offerings, markets, organisation structure, facilities and risk
management and such other areas. Presentations are made to the Board of
Directors / Audit Committee (AC) (minutes of AC and other Board Committees are
circulated to the Board), where Directors get an opportunity to interact with
Executive Committee members and Business Heads. The Board of Directors has
complete access to the information within the Company. Independent Directors
have the freedom to interact with the Company’s management. Apart from this,
they also have independent interactions with the Statutory Auditors, the
Internal Auditors and external advisors appointed from time to time. Further,
they meet regularly without the presence of any management personnel and their
meetings are conducted informally to enable the Independent Directors to
discuss matters pertaining to the Company’s affairs and put forth their
combined views to the Board of Directors of the Company.
Disclosure of the
Policy:
This policy shall be uploaded on the
Company’s website for public information and a web link for the same shall also
be provided in the Annual Report of the Company.
Review of the
Program
The Board will review this program and
make revisions as may be required.
Amendment
The Company reserves its right to amend
or modify this Policy in whole or in part, at any time without assigning any reason
whatsoever.
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