strategies to effectively target and serve diverse customer groups. Improved reputation and stakeholder trust: Companies with diverse boards often enjoy a positive reputation for being inclusive and socially responsible. Such companies are perceived as more attuned to societal values and needs. Board diversity can enhance the company’s brand image, attract diverse talent, and build trust with stakeholders, including investors, customers, and employees. Mitigation of biases: Diverse boards can help mitigate unconscious biases and promote fairness and equity. By ensuring representation from different genders, ethnicities, age groups, and backgrounds, boards can counterbalance any inherent biases and ensure a more equitable and inclusive decision-making process. In summary, board diversity offers numerous advantages, including improved decision-making, enhanced corporate governance, increased creativity and innovation, better problem solving, understanding of diverse markets, improved reputation, and the mitigation of biases. These benefits contribute to the long-term success and sustainability of organizations in the Indian business landscape. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Policy is available in the Company website, ie www.heritagefoods.in>Investor>policy. Meetings of the Board The Board met five (5) times during the financial year 2023-24, the details of which are given in the Corporate Governance Report forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Policy on Director’s Appointment and Remuneration The current policy is to have an appropriate mix of Executive and Non-executive & Independent and Women Directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2024, the Board consists of 7 members, 2 of them are Executive/Wholetime directors, 1 is Non-Executive Director, 1 is Non-Executive Independent Woman Director and 3 are Non-Executive Independent Directors. The Board periodically evaluates the need for change in its composition and size. The policy of your Company on directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013, and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 was adopted by the Board. It is affirmed that the remuneration paid to the Director(s) is as per the terms laid out in the nomination and remuneration policy of the Company. Directors and Officers insurance (‘D&O insurance’) Your company has taken Directors and Officers insurance policy (‘D&O insurance’) for all its Directors and members of the Senior Management as per Regulation 25(10) of SEBI (LODR), Regulations, 2015. Declaration from Directors Your Company has received necessary declaration from all Directors stating that they are not debarred or disqualified from being appointed or continuing as Directors of companies as per the Securities and Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs or any such other Statutory Authority. Declaration by Independent Directors Your Company has received necessary declaration from each independent director stating that they met the criteria prescribed for independence under Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the Board has confirmed its veracity and taken the same on record. 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 effectiveness and highlighting areas for further development. The following are some of the broad issues that are considered in performance evaluation questionnaire • Evaluating the board member’s understanding of the organization’s mission, vision, and strategic goals, as well as their ability to provide strategic guidance and direction. • 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. Board's Report STRATEGIC REVIEW STATUTORY REPORT FINANCIAL STATEMENTS 65 HERITAGE FOODS LTD | 32ND ANNUAL REPORT 2023-24
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