142 32ND ANNUAL REPORT 2023-24 | HERITAGE FOODS LTD Corporate Governance Report STRATEGIC REVIEW STATUTORY REPORT FINANCIAL STATEMENTS have adopted various codes and policies to carry out business in an ethical manner. Some of these codes and policies are: Code of Conduct & Ethics for Board & Senior Management • Code of Conduct for Fair Disclosure of Unpublished Price Sensitive Information • Code of Conduct to Regulate, Monitor & Report Trading by Insiders • Whistle Blower Policy • Policy on Materiality of Related Party Transactions • Corporate Social Responsibility Policy • Board Diversity and Nomination & Remuneration Policy • Board Evaluation Framework • Policy for Determining Material Subsidiaries • Risk Management Policy • Familiarisation Programme for Independent Directors • Policy on Preservation of Documents • Archival Policy • Policy on Determination of Materiality of Events • Business Responsibility Policy • Dividend Distribution Policy • Policy and procedure of inquiry in case of leak or suspected leak of UPSI • Anti-Sexual Harassment – Safe work environment policy • Anti Bribery and Anti-Corruption Policy • Cyber Security Policy Appropriate Governance Structure with defined roles and responsibilities: Your Company has put in place an internal management structure with defined roles and responsibilities of every constituent of the system. The Company’s members appoint the Board of Directors, which in turn governs the Company. The Board has constituted Seven Committees to discharge its responsibilities in an effective manner. The Company Secretary acts as the Secretary to all the Committees of the Board constituted under the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time. The Vice Chairperson & Managing Director (VC&MD) and Executive Director (ED) provide the overall direction and guidance to the business. In the operations and functioning of the Company, the VC&MD is assisted by Executive Director and a core group of senior level executives. Board Leadership: An enlightened Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. The Board of Directors from time to time obtained a compliance report in respect to Corporate Legislation such as: Companies Act, 2013 and rules made thereunder and other applicable SEBI act and regulations and labour act and regulations. The Board’s actions and decisions are aligned with the Company’s best interests. It is committed to the goal of sustainably elevating the Company’s value creation. Your Company has defined guidelines and an established framework for the meetings of the Board and its Committees. These guidelines seek to systematise the decision-making process at the meeting of the Board and its Committees in an informed and efficient manner. The Board critically evaluates your Company’s strategic direction, management policies and their effectiveness. The agenda for the Board reviews include strategic review from each of the Board committees, a detailed analysis and review of annual strategic and operating plans and capital allocation and budgets. Additionally, the Board reviews related party transactions if any, possible risks and risk mitigation measures, financial reports from the Chief Financial Officer (CFO) and business reports from the division heads. Frequent and detailed interaction sets the agenda and provides the strategic road map for the Company’s future growth. 2. BOARD OF DIRECTORS a) Composition and category of Directors The Board of your company bears the ultimate responsibility for the organization and administration of your company. It is vital to have a well-balanced Board with a combination of Executive, Non-Executive and Independent, Woman Directors on the Board of the Company to ensure Board’s independence and effective management. The Board Composition of your company is in conformity with the requirement of Section 149(4) of the Companies Act, 2013 (“the Act”) and Regulation 17 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 as amended from time to time. As on March 31, 2024, the Board consists of Seven (7) members, out of which Two (2) are Executive/Whole-time Women Directors, Three (3) are Non- Executive Independent Directors, one (1) is Non-Executive Independent Woman Director and one (1) is Non- Executive Director. The Board periodically evaluates the need for change in its composition and size.
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