FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

BACKGROUND

Pursuant to Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) stipulates that the company shall familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc. through various programmes.

PURPOSE

The program aims to provide insights into the company to enable the Independent Directors to understand its business in depth and contribute significantly to the company.

FAMILIARIZATION PROCESS

At the time of appointing new Independent Director, a formal letter of appointment is given to him/ her, which inter alia explains the role, function, duties and responsibilities expected from him/ her as an Independent Director of the Company. Periodic presentations are made at the Board’s and Committee’s meetings, on business performance, strategy and competition. Such programmes/ presentations will provide an opportunity to the Independent Directors to have an overview of:

  1. Criteria of Independence applicable to Independent Directors
  2. Time allocation by the Independent Directors on financial controls, overseeing systems of risk management, financial management compliance, corporate social responsibility, stakeholder’s conflicts, Board effectiveness, strategic direction, Meetings and Performance assessment.
  3. Roles, functions, duties, responsibilities and liabilities of Independent Directors.
  4. Director’s Responsibility Statement forming part of Board’s Report.
  5. Code for Independent Directors as per Schedule IV of Companies Act, 2013
  6. Vigil mechanism including policy formulation, disclosures, code for Independent Directors
  7. Risk Management Systems and framework
  8. Board Evaluation Process and Procedures

Such programmes/ presentations will 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, operation, service and product offerings, markets, organization structure, finance, human resource, technology, quality, facilities and risk management and such other areas as may arise from time to time.

The Independent Director is also explained in detail the compliances required from him/ her under the Companies Act, 2013 Listing Regulations and other relevant regulations and his/ her affirmation taken with respect to the same. With a view to familiarize him/ her with the company’s operations, the Chairperson/ Managing Director provides a one to one interaction on the organizational 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 Independent 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 familiarization module shall inter-alia include regular inputs on strategy and business model of the company, budgeting and planning, performance of various business verticals, reporting including internal audit reports, SEBI Audit Reports and compliance related certifications and overview on business of subsidiaries on an ongoing basis through the Chairperson/ 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, operation, service and product offerings, markets, organization structure, facilities and risk management and such other areas. The Board of Directors has complete access to the information within the company. Independent Directors have 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.

AMENDMENT

Any change in policy shall be approved by the Board of the Company. The board shall have the right to withdraw/ and or amend any part of this policy or the entire policy, at any time, as it deems fit, or from time to time, and the decision of the Board in this respect shall be final and binding.

In case any provisions of this policy are contrary to or inconsistent with the provisions of Companies Act, 2013 rules framed thereunder and Listing Regulations (“Statutory Provisions”), the provisions of statutory provisions shall prevail.

DISSEMINATION OF THE POLICY

The policy shall be hosted on the website of the company i.e. www.houseofmanohar.com