18 1. Philosophy Transparency and accountability are the two basic tenets of Corporate Governance. The Company is commi tted to conduct ing business the right way, which means taking decisions and acting in a way that is ethical and in compliance with the applicable legal requirements. It endeavours to continuously improve its Corporate Governance performance with a view to earn trust and respect of all its stakeholders. The Board of Directors (Board) is responsible for and i s commi t ted to good Corporate Governance and plays a critical role in overseeing how the Management serves the shor t and long-term interests of the shareholders and other stakeholders. 2. Board 2.1 Board business The normal business of the Board comprises: 2.1.1 Approving: i) short, medium or long-term borrowings ii) capital expenditure and operating budgets iii) commission payable to the Directors within the limit set by the shareholders iv) contracts inwhich theDirector(s) are deemed to be interested v) creation of charge on assets in favour of lenders vi) declaration of interim dividend vii) joint ventures, collaborations, mergers and acquisitions viii) loans and investments ix) matters requiring statutory | Board consent x) sale of investments and assets xi) unaudited quarterly financial results and audited annual accounts, including segments revenue, results and capital employed 2.1.2 Monitoring: i) potent ial conf l icts of interest of the Management, the Board Members and the shareholders, including misuse of corporate assets and abuse in related party transactions ii) implementation of performance objectives and corporate performance iii) effectiveness of the governance practices and making desirable changes iv) the Board nomination process such that it is transparent and results in diversity of experience, gender, knowledge, perspective and thoughts in the Board v) the Management and providing strategic guidance while ensuring that encouraging positive thinking does not result in over optimism that either leads to significant risks not being recognised or exposes the Company to excessive risk 2.1.3 Noting: i) general notices of interest of the Directors ii) minutes of the meetings of the Board and its Committees and also the resolution(s) passed by circulation 2.1.4 Recommending: i) appointment of the Statutory Auditors ii) final dividend 2.1.5 Reviewing: i) corporate strategy, major plans of action, Risk Policy, annual budgets and business plans ii) default in payment of statutory dues iii) fatal or serious accidents, dangerous occurrences and material environmental matters iv) foreign exchange exposure and exchange rate movement, if material v) the integrity of the accounting and financial reporting systems, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliancewith the law and relevant standards 2.1.6 Setting: i) a corporate culture and the Values
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