Company Overview Financial Statements Notice Statutory Reports 17 Rudolf Atul Chemicals Ltd | Annual Report 2023-24 b) corporate culture and the Values 2.1.7 Others: a) 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 b) Aligning remuneration of the key executives and the Board Members with the longterm interests of the Company and the shareholders c) Applying high ethical standards d) Assigning a sufficient number of Nonexecutive Board Members capable of exercising independent judgement to items where there isapotential for conflict of interest e) Assisting the Executive Management by challenging the assumptions underlying strategy, strategic initiatives (such as acquisitions), risk appetite, exposures and the key areas of focus for the Company f) Encouraging training of the Directors on a continuous basis to ensure that the Board Members are kept updated g) Exercising objective and independent judgement on corporate affairs h) Facilitating the Independent Directors to perform their role effectively as Board MembersandalsoasMembersofCommittees i) Meeting the expectations of operational transparency of the stakeholders while maintaining the confidentiality of information to foster a culture of good decision-making 2.2. Appointment and tenure 2|3rd of the Directors are rotational Directors. 1|3rd of rotational Directors retire in every Annual General Meeting (AGM) and, if eligible, offer themselves for reappointment. The Managing Director is appointed by the Members for a period of up to five years. 2.3. Composition, name, other directorships | committee memberships The Board comprises experts drawn from diverse fields | professions. It consists of eight members: 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 1 – – Managing Director 2. G Venugopala Rao3 1 – – 3 Tejas Shukla4 – – – Non-executive Directors 4. Ulrich Hambrecht5 – – – 5. Gopi Kannan Thirukonda 8 4 6. Sudhir Merchant 2 2 7. Sujal Shah 8 4 2 8 Oliver Kusterle6 – – – 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 3up to September 30, 2023 | 4effective October 01, 2023 | 5up to August 18, 2023 | 6effective August 18, 2023
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