16 1. Philosophy Transparency and accountability are the two basic tenets of Corporate Governance. The Company is committed to conducting business the right way, whichmeans making decisions and acting in away that is ethical and in compliancewith the applicable legal requirements. It endeavours to continuously improve its Corporate Governance performance to earn the trust and respect of all its stakeholders. The Board of Directors (Board) is responsible for and is committed to good Corporate Governance and plays a critical role in overseeing how the Management serves the short-term and longterm interests of the shareholders and other stakeholders. 2. Board 2.1. Board business The normal business of the Board comprises: 2.1.1 Approving: a) appointment of the Cost Auditors b) capital expenditure and operating budgets c) commission payable to the Directors within the limit set by the shareholders d) contracts inwhich theDirector(s) are deemed to be interested e) cost audit reports f) creation of charge on assets in favour of lenders g) declaration of interim dividend h) joint ventures, collaborations, mergers and acquisitions i) loans and investments j) matters requiring statutory | Board consent k) sale of investments and assets l) short, medium or long-term borrowings m) unaudi ted quar ter ly f inancial resul ts and audited annual accounts, including segments revenue, results and capital employed 2.1.2 Monitoring: a) effectiveness of the governance practices and making desirable changes b) implementation of performance objectives and corporate performance c) 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 d) the Board nomination process such that it is transparent and results in a diversity of experience, gender, knowledge, perspective and thoughts in the Board e) 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: a) general notices of interest of the Directors b) minutes of the meetings of the Board and its Committees and also the resolution(s) passed by circulation 2.1.4 Recommending: a) appointment of the Statutory Auditors b) final dividend 2.1.5 Reviewing: a) corporate strategy, major plans of action, Risk Policy, annual budgets and business plans b) default in payment of statutory dues c) fatal or serious accidents, dangerous occurrences and material environmental matters d) foreign exchange exposure and exchange rate movement e) 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: a) a well-defined mandate, composition and working procedures of the committees
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