In terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), the Company conducts familiarization programmes for the Independent Directors, including, through leading firms of Chartered Accountants in order to provide them with the insights on the Company to enable them to understand the Company’s business in depth and to familiarize them with their roles, rights and responsibilities towards the Company while discharging their functions as members of the Board and also as members of various committees. The programmes also include detailed discussions on corporate governance norms and procedures as envisaged in Companies Act, 2013 read with the Rules framed thereunder and the Listing Regulations.
Details of the Familiarization Programme
During the financial year 2018-19, one programme, with following three different sessions, was conducted on March 14, 2019, wherein subject matter experts familiarized Independent Directors with:
These sessions were interactive and involved exchange of ideas, learnings and experiences.
During the financial year 2017-18, one programme was conducted on December 21, 2017, wherein presentations were made covering areas like Insolvency & Bankruptcy Code, insolvency process & its background, practical challenges, roles & responsibilities of Directors therein etc.; Integrated Reporting including, global practices, reporting framework and emerging trends, investors’ perception, Board’s role, SEBI mandate etc.; Fraud Risk Mitigation & Directors’ Responsibilities, overview of law on Sexual Harassment of Women at Workplace, key challenges, Auditors’ responsibility in reporting fraud etc.; Overview of recommendations of Kotak Committee Report on Corporate Governance. All Independent Directors of the Company, except one, attended the above programme.
During the financial year 2016-17, one programme was conducted on December 20, 2016, wherein presentations were made covering areas like Corporate Social Responsibility, understanding its gravity & governance structure; Cyber risk, its relevance, effective management and defence; Goods and Services Tax (GST), its proposed framework & impact on Company’s business, differentiating between current tax regime and GST regime. All Independent Directors of the Company attended the above programme.
Besides the above, generally, Familiarization Programmes for Independent Directors are designed considering that most of the Company’s Independent Directors have served on the Board of the Company for several years. Furthermore, such programmes are merged with the Board/Committee meetings and forms part of the Board process, for the convenience of the Directors. The Independent Directors are periodically updated at the Board/Committee meetings, through presentations made by Senior Management of the Company which assists them to understand strategy, operations and functions of the Company including the following:
Other Relevant Details
The Independent Directors are also familiarized with their roles, rights and responsibilities at the time of their appointment through a formal letter of appointment. Independent Directors, periodically meet members of the senior management team. They are also provided with a copy of latest Annual Report, Eicher’s Code of Conduct for Directors and Senior Management, Eicher’s Code of Conduct for Prevention of Insider Trading, to name a few.
Independent Directors also meet without the presence of the Company’s management to discuss matters pertaining to the Company’s affairs. The Company also organizes plant visits to facilitate them to understand the Company’s operations in detail and where plant and other departmental heads apprise them of the operational aspects of the plants and initiatives taken on procurement, production, safety, quality, CSR, Sustainability etc.