4) Key Result Areas/Accountabilities: |
Key Result Areas/Accountabilities | Supporting Actions |
Handle / Manage Meetings of: - Board of Directors,
- Audit Committee,
- Nomination & Remuneration Committee,
- Stakeholders’ Relationship Committee,
- Corporate Social Responsibility Committee,
- Prevention of Insider Trading Committee,
- Finance Committee,
- Capital Raising Committee [For issuance of instruments in the Capital Market]
~ 30-35 meetings held during a given Financial Year collectively [Board, AGM & Committees] | Pre-Meeting Activities: - Create an annual Board calendar to be sent out to the Directors in consultation with the CFD, MD, CFO and Chairman Office,
- Collate the information for the meetings from locations, Subsidiaries and Corporate functions,
- Preparation of Agenda and Supporting Papers,
- Organize and conduct Pre-Board with CFO and MD for necessary internal approvals,
- Prepare and circulate the Chairman’s note for approval,
- Ensure sending of the Notice and Agenda for the meetings,
- To collate and prepare the details on vigil mechanism [whistle blower / value violations] and the RPT related documents to be placed before the Audit and Board.
- Invite the Unit Heads to the meetings in case of a fatal accident,
- Liaise with the Chairman office to book the Board rooms, carry out dry runs to ensure smooth VC, parking, directors’ luncheon,
- Ensure the Accommodation, logistics and other requirements of Directors visiting for the meeting are taken care of,
- Invite the Auditors and necessary invitees for the meeting,
- Ensure all matters required statutorily and basis the needs of the Company are included in the agenda,
- Circulate the Price Sensitive information to the Directors,
- Upload the meetings decks for paperless meetings.
During the meeting: - Ensure the arrangements and logistics are in place before the meeting,
- Ensure the directors, auditors and invitees required for the meeting are present / have joined virtually,
- Display, run and manage the proceedings of all meetings,
- Host, manage and conduct the meetings for Audit, NRC, CSR, SRC and Finance Committees,
- Assist the Company Secretary and Compliance Officer to manage the Board meetings and conduct the meetings in his/her absence,
- Ensure proceedings of the meeting are recorded.
Post the meeting: - Ensure Sitting fees, Non-Executive Directors’ Commission are credited to the Directors,
- Ensure the draft minutes for Board and Committees are circulated to the Directors within 15 days of conclusion of the meeting,
- Ensure the comments received are incorporated and finalized,
- Ensure the minutes are signed by the Chairman / Chairperson of the Board and Committees.
- Passing of Circular resolutions by the Board/Committees.
- Ensure the signed minutes are in place and are maintained physically at all times.
- Digitization and record-keeping of the minutes.
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Publishing / Printing of Integrated Annual Report | - Over-arching monitoring and ensuring the publishing / printing of the integrated annual report,
- To ensure / oversee the preparation of the AGM Notice and Boards’ Report,
- To ensure / oversee all relevant content are finalized within the required time frame and provided to the Printer / Typesetter / Agency for printing / publishing,
- Preparation of the Flip book for the Integrated Annual Report
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Annual General Meeting | - Liaising with the RTAs / Directors / Chaiman office and IT for facilitating the webcasting of AGM,
- Accommodation and logistics for Directors in case of physical meetings,
- Overseeing and ensuring the circulation of final AGM deck including Proceedings, Chairman Speech, Fact Sheets, FAQs etc. for the Chairman/MD/ CFO and other directors,
- Evoting of Executive and Independent Directors,
- Ensure the finalization and signing of minutes by the Chairman within 30 days of AGM.
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General Authorization & Powers of Attorney | - Ensure the relevant authorizations are in place and provided to the relevant officers of the Company by way of:
- General / Specific Powers of Attorney,
- Authorization letters,
- Board Resolutions,
- Finance Committee Resolutions.
- Ensure maintaining of a repository for record keeping of the POAs.
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Compliances relating to the Board of Directors | To ensure all compliances with regard to the Board of Directors: - To ensure the Board and Committee composition at all times in consonance with the Companies Act and SEBI Regulations,
- Assist / provide recommendations to the Company Secretary about relevant candidatures for potential independent Directors,
- Cater to the requirements / requests of present, former, and future Board members,
- To assist / organize / conduct director’s familiarization programmes,
- To ensure preparation and delivering of induction kits to newly appointed directors,
- Ensure facilitation for appointment of Directors as the Owners/Occupiers as required under various laws such as Factories Act / Mines, Mining and Development, Explosives Act etc.
- Annual Disclosures under the Companies Act, SEBI Listing and Insider Trading Regulations, Code of Conduct, Banking Agreements etc.,
- Assist the Company Secretary to recommend the Non-Executive Directors’ Commission,
- Notice of Interests of Directors and KMPs,
- DIR- 3/KYC and other KYC of directors,
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Audit | Audit with regards to: - Appointments, Reappointments of Statutory, Cost, Internal and Secretarial Auditors and Scrutinizer,
- Statutory Audit relating to Board and Committee matters,
- Internal Audit presentations at Half yearly Audit Committee meetings,
- Cost Audit Report adoption at Board and Audit Committee,
- Approval of the Secretarial Audit Report and support thereto,
- Audit support for the Corporate Governance Report forming part of the Annual Report,
- To arrange for certifications by the statutory auditors for matters / other services under S. 144 of the Companies Act, 2013.
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Special Projects & PMO Activities | Assist the Company Secretary with the Special and administrative matters and Projects. PMO activities would include activities including but not limited to: - Ensure all approvals are in place for Coal Auctions / Coal Linkage Auction such as Board resolutions / POAs, notary, Stamping etc.,
- Ensure aiding in the issuance of the Commercial Papers as and when they arise,
- Staffing within the department,
- Ensure creation of Digital Signature Certificates of Executive Directors, Company Secretary.
- Plant Visits for Directors and within the function,
- Stamp papers and notary related activities,
- Special Projects relating to land and Archival,
- Values Consequence Management,
- Team building and Team calls and other allied activities,
- Creation of team budgets and forecasting.
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Subsidiary Companies of Hindalco | - To replicate and ensure adoption of the governance practices followed for the Hindalco Board meetings over to all the subsidiaries of Hindalco.
- To be appointed and be responsible for overall management and health of a Subsidiary Company of Hindalco having a legal requirement of appointing a Company Secretary in whole time employment.
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Governance 2.0 in relation to the Board matters and benchmarking | - To ensure best governance practices befitting the size and stature of Hindalco are being adopted at all times by way of attending / participating in various trainings, workshops, seminars, panel discussions etc.
- To ensure all the amendments that may arise from time to time are being implemented with an aim of elevating the governance practices at all times,
- To ensure collaboration within the eco-system of the function to the new amendments provisions to facilitate on the Board deliverables,
- To ensure adequate systems / processes are in place or created to ensure adherence to new provisions.
- Benchmarking with industry, Group for Governance practices for Board matters to attain governance excellence.
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Creation of Repository and Archival / Digitization / Automation of Board related information | - Ensure creation of an automated repository for Directors’ database system,
- Digitization / Automation of Documents such as Minutes dating back to the inception of the Company in 1958 [~ 65 years],
- Ensure creation of a repository for General Powers of Attorney and Authorizations.
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