CORPORATE GOVERNANCE 209 Activities of the Committee during the year Frequency Recommending to the Audit Committee and Board, the appointment of Mr. Amarjyoti Barua, as Chief Financial Officer of the Company to be designated as ‘Group Chief Financial Officer’ w.e.f. 17th May, 2024 and remuneration payable to him E Recommending to the Board appointment of Ms. Padmasree Warrior (DIN: 10387032) as an Additional Director (Independent and Non-Executive) of the Company with effect from 17th May, 2024 upto the date of the next Annual General Meeting of the Company and subject to approval of Members of the Company, to hold office as an Independent and Non-Executive Director of the Company for a term of 5 (five) consecutive years with effect from 17th May, 2024 to 16th May, 2029 (both days inclusive) E Recommending to the Board appointment of Mr. Ranjan Pant (DIN: 00005410) as an Additional Director (Non-Executive and Non-Independent) of the Company with effect from 17th May, 2024 to hold office up to the date of the ensuing Annual General Meeting of the Company and thereafter, subject to approval of the Members of the Company at the ensuing Annual General Meeting to hold office as a Non-Executive and Non-Independent Director, liable to retire by rotation E Recommending to the Board appointment of Mr. Sat Pal Bhanoo (DIN: 10482731) as an Additional Director (Non-Executive and Non-Independent) of the Company representing Life Insurance Corporation of India with effect from 17th May, 2024 to hold office up to the date of the ensuing Annual General Meeting of the Company and thereafter, subject to approval of the Members of the Company at the ensuing Annual General Meeting to hold office as a Non-Executive and Non-Independent Director, liable to retire by rotation E Discussion on re-appointment of Wholetime Directors and their remuneration E Frequency A Annually E Event Based C. Stakeholders Relationship Committee The Company’s Stakeholders Relationship Committee functions under the Chairmanship of Mr. Haigreve Khaitan, Independent Director. The other Members of the Stakeholders Relationship Committee are Mr. Muthiah Murugappan (Non-Executive - Independent Director), Mr. Anand G. Mahindra (Non-Executive – Non-Independent Director) and Dr. Vishakha N. Desai (NonExecutive - Independent Director). Seventy five percent of the Committee comprises of Independent Directors. Dr. Vishakha N. Desai ceased to be a Member of the Committee with effect from 1st May, 2024, upon completion of her tenure as an Independent Director of the Company. Mr. Narayan Shankar, Company Secretary is the Compliance Officer of the Company. Key Terms of Reference of the Committee: The Committee meets, as and when required, to inter alia, deal with matters relating to issue of Letter of Confirmation in case of loss of share certificates, issue of new share certificates (including for transfer to Investor Education & Protection Fund as per the provisions of the Act and Rules framed thereunder), resolve the grievances of security holders of the Company including complaints related to dematerialisation of shares, non-receipt of annual report, non-receipt of declared dividends, etc., review of measures taken for effective exercise of voting rights by shareholders, review of adherence to the service standards adopted by the Company in respect of services being rendered by the Registrar & Transfer Agent, review of various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/demand drafts/annual reports/statutory notices by the Shareholders of the Company. With a view to expedite the process of transmission, necessary authority has been delegated to certain officers of the Company. The Committee is, inter alia, authorised to approve the requests for transmission of shares and issue of duplicate share certificates. The role and terms of reference of the Committee cover the areas as contemplated under Regulation 20 read with Part D of Schedule II of the Listing Regulations and Section 178 of the Act, as applicable, besides other terms as referred by the Board of Directors. Further, the Investor Relations team presents investor engagement plans/ initiatives, movement in shareholdings and ownership structure to the Committee. As per section 178(7) of the Act and the Secretarial Standard on General Meetings, the Chairman of the Committee or, in his absence, any other Member of the Committee authorised by him in this behalf shall attend the General Meetings of the Company. The Chairman of the Committee, Mr. Haigreve Khaitan was virtually present at the 77th AGM of the Company held through Video Conferencing facility on 4th August, 2023. Apart from the Meeting(s), urgent business (including approvals for issue of Letter of Confirmation in case of loss of share certificates) was transacted through Circular Resolution(s). Subsequently, these Resolution(s) are noted in the Meeting held after the date on which the Circular Resolution(s) is/are passed by the Members.
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