CORPORATE GOVERNANCE 213 E. Risk Management Committee Regulation 21 of the Listing Regulations mandates constitution of the Risk Management Committee. The Committee is required to lay down the procedures to inform the Board about the risk assessment and minimisation procedures and the Board shall be responsible for framing, implementing and monitoring the Risk Management Plan of the Company. Accordingly, the Board has constituted a Risk Management Committee (‘RMC’). The Committee is chaired by Mr. T. N. Manoharan. The other Members of the Committee are Dr. Anish Shah, Mr. Rajesh Jejurikar, Mr. Vikram Singh Mehta, Ms. Shikha Sharma and Mr. Haigreve Khaitan. Subsequent to the year end, the Board at its Meeting held on 16th May, 2024, re-constituted the Risk Management Committee by inducting Mr. Ranjan Pant as a Member with effect from 8th August, 2024 in place of Mr. Vikram Singh Mehta upon completion of his tenure as an Independent Director on 7th August, 2024. Post the re-constitution with effect from 8th August, 2024, the Risk Management Committee would comprise of six Directors viz. Mr. T. N. Manoharan (Chairman of the Committee), Dr. Anish Shah, Mr. Rajesh Jejurikar, Ms. Shikha Sharma, Mr. Haigreve Khaitan and Mr. Ranjan Pant. Key Terms of Reference of the Committee: The terms of the reference of RMC are wide and are in line with the regulatory requirements of the Listing Regulations and inter alia include: 1. Formulation of a detailed risk management policy which shall include: a. Framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by RMC; b. Measures for risk mitigation including systems and processes for internal control of identified risks; and c. Business continuity plan. 2. Ensuring that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company. 3. Monitoring and overseeing implementation of the risk management policy, including evaluating the adequacy of risk management systems. 4. Periodically reviewing the risk management policy (at least once in two years) including by considering the changing industry dynamics and evolving complexity. 5. Keeping the Board of Directors informed about the nature and content of its discussions, recommendations and actions to be taken. 6. Reviewing the appointment, removal and terms of remuneration of the Chief Risk Officer (if any). CSR Committee Report for the year ended 31st March, 2024: Activities of the Committee during the year Frequency Considered and recommended to the Board, Business Responsibility and Sustainability Report and Corporate Social Responsibility Report of the Company for approval and inclusion in the Annual Report of the Company A Noted the Status of the Impact Assessment Studies for the Projects qualifying for Impact Assessment for the Financial Year P Reviewed the Company’s Business Responsibility and Sustainability Performance, the projects and programs under Corporate Social Responsibility Projects of the Company, status of utilization of fund(s) by the Implementing Agencies for the Financial Year P Considered and approved revised CSR Budget for the Financial Year and amendment to the Annual Action Plan for the Financial Year and recommended the same to the Board A / E Considered and approved amendments in the CSR Policy and the Business Responsibility and Sustainability Policy of the Company (Renamed as “Business Responsibility & Sustainability Policy”) and recommended the same to the Board A / E Noted the initiatives taken by the Company under ‘Environment’ – vertical of Environment, Social and Governance (ESG) E Noted the changes in provisions governing Business Responsibility and Sustainability Report (“BRSR") pursuant to amendments to Listing Regulations E Frequency A Annually P Periodically E Event based Composition and Attendance (in brief): 67% 6 2 100% Independence Members Meetings Attendance
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