The following are some of the broad issues that are considered in performance evaluation questionnaire • 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 effective communication among the Board members. • Effectiveness 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- defined mandate and terms of reference of Committee. • 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 financial reporting • Willingness to devote time and effort 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 conflict of interest • Commitment in fulfilling the director ’s obligations fiduciary 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 offerings, markets, organization structure, quality and risk management etc. Appointment/Re-Appointment Mr. Angara Venkata Girija Kumar (DIN: 02921377) has been appointed as a Non-Executive Independent Director of the Company w.e.f. June 01, 2023, for a period of 5 consecutive years, the said appointment is due for approval by shareholders at this Annual General Meeting. The approval of members through special resolution was taken on April 29, 2022 for Continuation of directorship as per Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 of Dr. V Nagaraja Naidu (DIN: 00003730) as a Non Executive Director after attaining the age of 75. 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) Executive Director is liable to retire by rotation at this Annual General Meeting, being eligible offers 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 five 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. Retirements and Resignations During the year under review, none of the Directors retired or resigned from the Board. 77 Board’s Report | Statutory Reports
RkJQdWJsaXNoZXIy NTE5NzY=