151 HERITAGE FOODS LTD | 32ND ANNUAL REPORT 2023-24 Corporate Governance Report STRATEGIC REVIEW STATUTORY REPORT FINANCIAL STATEMENTS v. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of Independent Directors; vi. Recommend to the Board, all remuneration, in whatever form payable to senior management vii. Evaluate the skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. For the purpose of identifying suitable candidates, the Committee may: a) use the services of an external agencies, if required; b) consider candidates from a wide range of backgrounds, having due regard to diversity; and c) consider the time commitments of the candidates. d) The committee shall review and discuss all matters pertaining to candidates and shall evaluate the candidates in accordance with a process that it sees fit, passing on the recommendations to the Board. The committee coordinates and oversees the annual self- evaluation of the Board and of individual directors. The Committee also review the performance and approve the revision of annual fixed salary & variable pay and promotions of all the Employees one level below the Board including the Functional Heads of the Company. The committee also regularly evaluate the usefulness of such performance parameters and make necessary amendments. b) Composition, name of members and chairperson: Composition of the Committee as on March 31, 2024: Name Designation Category Mr. N Srivishnu Raju* Chairperson Non-Executive Independent Director Mrs. Aparna Surabhi^ Chairperson Non-Executive Independent Woman Director Mr. Rajesh Thakur Ahuja Member Non-Executive Independent Director Mr. M.P. Vijay Kumar Member Non-Executive Independent Director Mr. A V Girijakumar# Member Non-Executive Independent Director * Mr. N Srivishnu Raju ceased to be a chairperson of the committee w.e.f. October 21, 2023. ^ Mrs. Aparna Surabhi* appointed as chairperson of the committee w.e.f. October 21, 2023. # Mr. A V Girijakumar appointed as a member of the committee w.e.f. October 21, 2023. c) Meeting and attendance during the year: The Nomination & Remuneration Committee held five meetings during the financial year 2023-24 i.e. on May 25, 2023, July 25, 2023, October 18, 2023, January 29, 2024 and March 19, 2024. The attendance details of the Committee Meetings are as follows: Name No. of Meetings Held Attended Mr. N Srivishnu Raju* 5 2 Mr. Rajesh Thakur Ahuja 5 5 Mrs. Aparna Surabhi 5 5 Mr. M.P. Vijay Kumar 5 5 Mr. A V Girijakumar# 5 2 * Mr. N Srivishnu Raju ceased to be a chairperson of the committee w.e.f. October 21, 2023. # Mr. A V Girijakumar appointed as a member of the committee w.e.f. October 21, 2023. Mrs. N Brahmani, Executive Director, Dr. M Sambasiva Rao, President of the Company are invitees to the Committee Meeting and Mr. Umakanta Barik, Company Secretary & Compliance Officer is the Secretary to the Committee. d) Performance evaluation criteria for directors: One of the key functions of the Committee is to monitor and review the board evaluation framework. Your Board is committed to assessing its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. The Board works with the nomination and remuneration committee to lay down the evaluation criteria for the performance of executive / non-executive / independent directors. The questionnaire is a key part of the process of reviewing the functioning and effectiveness of the Board and for identifying possible paths for improvement. Each Board member is requested to evaluate the effectiveness of the Board dynamics and relationships, information flow, decision-making of the directors, relationship to stakeholders, company performance, company strategy, and the effectiveness of the whole Board and its various committees on a scale of one to five. Feedback on each director is encouraged to be provided as part of the questionnaire. 5. STAKEHOLDERS RELATIONSHIP COMMITTEE The Stakeholders Relationship Committee’s (SRC) composition and the terms of reference meet with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as specified in Section 178 of the Companies Act, 2013 & rules made thereof as amended from time to time as follows.
RkJQdWJsaXNoZXIy NTE5NzY=