• 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. • Providing an overall assessment of the board member’s contribution to the effectiveness of the board in fulfilling its governance responsibilities and advancing the organization’s mission and objectives. 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/15870145475Board_&_Director_ Evaluation_Framework.pdf Familiarisation programmes imparted to 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. Meeting of Independent Directors A separate meeting of the Independent Directors was held on May 25, 2023, inter-alia, to discuss evaluation of the performance of Non- Independent Directors, the Board as a whole, evaluation of the performance of the Chairperson, taking into account the views of the Executive and Non-Executive Directors and the evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties. The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole. Registration of Independent Directors in Independent Directors Databank: All the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA). Online Proficiency Self-Assessment Test All Independent Directors of the Company have passed the Online Proficiency Self-Assessment Test conducted by Indian Institute of Corporate Affair (IICA). Confirmation and Opinion of the Board on Independent Directors. All the Independent Directors of the Company have given their respective declaration / disclosures under Section 149(7) of the Companies Act, 2013 (“the Act”) and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfill the independence criteria as specified under section 149(6) of the Act and Regulation 16 of the Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management. Code of Conduct Board of Directors have adopted and oversee the administration of the Company’s Code of Business Conduct and Ethics (the ‘Code of Conduct’), which applies to all Directors, Officers and Employees of Heritage Foods Limited and its subsidiaries. The Code of Conduct reflects the Company’s commitment to do business with integrity and in full compliance with the law and provides a general Board's Report STRATEGIC REVIEW STATUTORY REPORT FINANCIAL STATEMENTS 66 32ND ANNUAL REPORT 2023-24 | HERITAGE FOODS LTD
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