Heritage Foods Limited

STATUTORY REPORTS Board’s Report 29 th Annual Report 2020-21 | 67 Board Evaluation As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time the Nomination and Remuneration Committee laid down criteria for performance evaluation of individual director(s), the board and its committee(s). Accordingly, an annual evaluation was carried out for the Board’s performance, its Committees and individual director(s). The Board performance evaluation is carried out through a structured questionnaire which provides a clear and valuable feedback for Board e ff ectiveness and highlighting areas for further development. The following are some of the broad issues that are considered in performance evaluation questionnaire Criteria forevaluationofBoardand itsCommittees: • Ability to act on a fully informed basis, in good faith, with due diligence and in the best interest of the company and the stakeholders. • Optimum combination of knowledge, skill, experience and diversity on the Board as well as its Committees. • Relationships and e ff ective communication among the Board members. • E ff ectiveness of individual non-executive and executive directors and Committees of Board. • Quality of the discussions, general information provided on the company and its performance, papers and presentations to the Board. • Risk management as well as processes for identifying and reviewing risks. • Well-de fi nedmandateandtermsofreferenceofCommittee. Criteria for evaluation of Individual Directors: • Attendance at Board as well as Committee Meetings • Procurement of Information, preparation for Board Meetings and value of contribution at meetings • Relationships with fellow Board members, the company secretary and senior management and mutual trust and respect they stimulated within the Board. • Keeping update with the latest developments in the areas of governance and fi nancial reporting • Willingness to devote time and e ff ort to understand the company and its business • Providing necessary guidance using their knowledge and experience in development of corporate strategy, major plans of action, risk policy, and setting performance objectives. • Independence exercised in taking decisions, listening to views of others and maintaining their views with resolute attitude • Ability in assisting the Company in implementing the best corporate governance practices. • Capability in exercising independent judgement to tasks where there is potential con fl ict of interest • Commitment in ful fi lling the director’s obligations fi duciary responsibilities. The Board of Directors received all evaluations from each Director including Board as a whole and its committee based on the above criteria, discussed various points and all points are satisfactory, no further action is required. There were no actions pending from the previous year observations. The detailed format of Board evaluation is available in the website of the Company i.e. https://www.heritagefoods.in/ uploads/ investors/pdf/ 15870145475 Board_&_Director_ Evaluation_ Framework.pdf Training of Independent Directors Every new independent director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of your Company, the Executive Directors/Senior Managerial Personnel make presentations to the inductees about the Company’s strategy, operations, product and service o ff erings, markets, organization structure, quality and risk management etc. Appointment/Re-Appointment In order to comply with the provisions of section 152 (6) of the Companies Act, 2013 and rules applicable thereunder, the appointment of Mrs. N. Brahmani (DIN: 02338940) Director is liable to retire by rotation at this Annual General Meeting, being eligible o ff ers herself for re-appointment. The above proposed retirement by rotation shall not alter any terms and conditions with regard to remuneration, tenure of appointment and such other terms and conditions relating to her appointment as an Executive Director of the company for a term of fi ve year (w.e.f. 01.04.2019) as approved by the members of the Company by way of postal Ballot and remote e-voting, the results of which were declared on March 12, 2019.