147 HERITAGE FOODS LTD | 32ND ANNUAL REPORT 2023-24 Corporate Governance Report STRATEGIC REVIEW STATUTORY REPORT FINANCIAL STATEMENTS required in the context of the Company’s business(es) for it to function effectively and those available with the Board as a whole. i. Sales & Marketing: Experience in sales and marketing management based on understanding of the consumer & consumer goods industry, developing strategies to grow sales and market share, build brand equity awareness and enhance enterprise reputation. ii. General management / Governance and Compliance: Service on a company board to develop insights about maintaining board and management accountability, Strategic thinking, decision making, protecting member interests and observing appropriate governance practices. Ability to identify key risks to the organisation in a wide range of areas including legal and regulatory compliance and monitor risk and compliance management frameworks and systems. iii. Financial skills: Understanding the financial statements, financial controls, risk management, mergers and acquisition, etc. Management of the finance function of an enterprise, resulting in proficiency in complex financial management, capital allocation, and financial reporting processes, or experience in actively supervising a financial officer, accounting officer, controller, auditor or person performing similar functions iv. Technical and professional skills / Policy Development: Ability to identify key issues and opportunities for the Company within the Dairy industry and develop appropriate policies to define the parameters within which the organisation should operate and knowledge including legal and regulatory aspects. v. Operational Skill/ Strategy planning, Mergers and Acquisitions: Experience in operating and managing on dairy business. Ability to think strategically and identify and critically assess strategic opportunities and threats and develop effective strategies in the context of the strategic objectives of the Company’s relevant policies and priorities. Leading growth through acquisitions and other business combinations, with the ability to assess ‘build or buy’ decisions, analyze the fit of a target with the Company’s strategy and culture, accurately value transactions, and evaluate operational integration plan. vi. Leadership: Extended leadership experience for a significant enterprise, resulting in a practical understanding of organizations, processes, strategic planning, and risk management. Demonstrated strengths in developing talent, planning succession, and driving change and long-term growth. Oversee strategic human resource management including workforce planning, employee and industrial relations and oversee large scale organisational change. vii. Information Technology: A significant background in technology, resulting in knowledge of how to anticipate technological trends, generate disruptive innovation, and extend or create new business models. Knowledge and experience in the strategic use and governance of information management and information technology within the organisation. viii. International Business: Knowledge of and experience in companies with operations outside of India. The Directors of your Company comprises of qualified individuals who collectively possess the above skills, competencies, and experience across diverse fields that enable them to make effective contributions to the Board and its Committees. Given below is a list of core skills, expertise and competencies of the individual Directors: Key Board Qualifications Director Area of Expertise Financial Policy Development Leadership Information Technology Strategy planning, Mergers & Acquisitions Governance and Compliance Sales & Marketing International Business Mr. A V Girijakumar - √ √ - √ √ - - Mr. Rajesh Thakur Ahuja √ √ √ √ √ √ √ √ Mrs. Aparna Surabhi √ √ √ √ √ √ - √ Mr. M.P. Vijay Kumar √ √ √ √ √ √ - - Dr. V. Nagaraja Naidu √ √ √ - √ √ √ - Mrs. N Bhuvaneswari √ √ √ - √ √ √ - Mrs. N Brahmani √ √ √ √ √ √ √ √
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