24 management, financial and operational control, and compliance with the law and relevant standards 2.1.6 Setting: i) a corporate culture and the Values ii) well-defined mandate, composition and working procedures of the committees 2.1.7 Others: i) 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 ii) Aligning remuneration of the key executives and the Board Members with the long-term interests of the Company and the shareholders iii) Applying high ethical standards iv) Assigning sufficient number of the Non-executive Board Members capable of exercising independent judgement to items where there is a potential for conflict of interest v) 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 vi) Encouraging training of the Directors on a continuous basis to ensure that the Board Members are kept up-to-date vii) Exercising objective and independent judgement on corporate affairs viii) Facilitating the Independent Directors to perform their role effectively as the Board Members and also as the Members of Committees ix) Meeting the expectations of operational transparency of the stakeholders while maintaining confidentiality of information in order 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 and, if eligible, offer themselves for reappointment. The Managing Director is appointed by the Members for a period up to five years. 2.3 Composition, name, other directorships | committee memberships The Board comprises experts drawn from diverse fields | professions. It consists of six Members comprising two Independent Directors and four promoter Directors including a Chairman and a Managing Director. No. Name Directorship(s) in other company(ies)¹ Membership(s) of the Committee(s) of the Board(s)² Chairmanship(s) of the Committee(s) of the Board(s)² Chairman 1. Wolfgang Schumann – – – Managing Director 2. G Venugopala Rao – – – Non-executive Directors 3. Ulrich Hambrecht – – – 4. Gopi Kannan Thirukonda 8 4 – 5. Sudhir Merchant 2 2 2 6. Sujal Shah 7 6 4 Sudhir Merchant and Sujal Shah are Independent Directors 1Excludes Directorships in foreign companies and private limited companies 2Memberships | Chairmanships of only the Audit Committees and Stakeholders Relationship Committees of all public limited companies including the Company were considered.
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