Corporate Governance & Ethics Digital Assignment – 2

NIKHIL V
20MBA1054
HCL TECHNOLOGIES

BOARD COMMITTEES:
The Company have seven Board-level Committees, namely:
• Audit Committee
• Nomination, Remuneration Committee
• Risk Management Committee
• Diversity Committee
• Stakeholders' Relationship Committee
• Finance Committee
• Corporate Social Responsibility (CSR) Committee
COMPOSITION OF COMMITTEES OF THE BOARD OF DIRECTORS OF THE
COMPANY:
AUDIT COMMITTEE:

NAME OF DIRECTOR DESIGNATION

Mr. S. Madhavan Chairperson

Mr. Deepak Kapoor Member

Ms. Nishi Vasudeva Member

Ms. Robin Ann Abrams Member

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NOMINATION, REMUNERATION COMMITTEE:

NAME OF DIRECTOR DESIGNATION

Mr. R. Srinivasan Chairperson

Ms. Robin Ann Abrams Member

Mr. Shiv Nadar Member

Ms. Roshni Nadar Malhotra Member

RISK MANAGEMENT COMMITTEE:

NAME OF DIRECTOR DESIGNATION

Mr. S. Madhavan Chairperson

Mr. Deepak Kapoor Member

Ms. Nishi Vasudeva Member

Ms. Robin Ann Abrams Member

DIVERSITY COMMITTEE:

NAME OF DIRECTOR DESIGNATION

Ms. Robin Ann Abrams Chairperson

Mr. Shiv Nadar Member

Ms. Roshni Nadar Malhotra Member

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STAKEHOLDERS' RELATIONSHIP COMMITTEE:

NAME OF DIRECTOR DESIGNATION

Mr. S. Madhavan Chairperson

Mr. Shiv Nadar Member

Ms. Roshni Nadar Malhotra Member

FINANCE COMMITTEE:

NAME OF DIRECTOR DESIGNATION

Mr. S. Madhavan Chairperson

Mr. R. Srinivasan Member

Mr. Shiv Nadar Member

Ms. Roshni Nadar Malhotra Member

Mr. Thomas Sieber Member

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

NAME OF DIRECTOR DESIGNATION

Ms. Roshni Nadar Malhotra Chairperson

Mr. Shiv Nadar Member

Mr. S. Madhavan Member

• Mr. Shikhar Neelkamal Malhotra was appointed as an Additional Director in the capacity of Non-
Executive Non-Independent Director
• Dr. Mohan Chellappa was appointed as an Additional Director in the capacity of Non-Executive
Independent Director

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 • Mr. Simon John England was appointed as an Additional Director in the capacity of Non-Executive
Independent Director
• Mr. Thomas Sieber was co-opted as the member of the Finance Committee

FUNCTIONS OF THE BOARD OF DIRECTORS:

• Creating dividend policies

• Creating options policies

• Hiring and firing of senior of executives (especially the CEO)

• Establishing compensation for executives

• Supporting executives and their teams

• Maintaining company resources

• Setting general company goals

• Making sure that the company is equipped with the tools it needs to be managed well

AUDIT COMMITTEE:

There are no qualifications, reservations, adverse remarks or disclaimer made by M/s. S.R. Batliboi & Co. LLP,
Statutory Auditors in their report for the financial year ended March 31, 2019. The Statutory Auditors have not
reported any incident of fraud to the Audit Committee of the Company for the financial year under review.

NOMINATION, REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee of the Company formulates the criteria for determining the
qualifications, positive attributes and independence of Directors in terms of its charter. In evaluating the suitability
of individual Board members, the Committee takes into account factors such as educational and professional
background, general understanding of the Company business dynamics, standing in the profession, personal and
professional ethics, integrity and values, willingness to devote sufficient time and energy in carrying out their
duties and responsibilities effectively. The Committee also assesses the independence of Directors at the time of
their appointment / re-appointment as per the criteria prescribed under the provisions of the Act and the rules made
thereunder and the Listing Regulations. The Remuneration Policy for Directors, Key Managerial Personnel and
other employees is provided in the Corporate Governance Report forming part of this Report.

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RISK MANAGEMENT COMMITTEE:

The Board of Directors of the Company have formed a Risk Management Committee to inter-alia assist the Board
in overseeing the responsibilities with regard to identification, evaluation and mitigation of operational, strategic
and external environmental risks. In addition, the Audit Committee is also empowered to oversee the areas of risks
and controls. The Company has developed and implemented a Risk Management Policy that ensures appropriate
management of risks in line with its internal systems and culture.

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The primary function of the Stakeholders' Relationship Committee is to assist the Board to look into various
aspects of interest of shareholders, debenture holders and other security holders.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The Corporate Social Responsibility (CSR)committee comprises of three members, namely Ms. Roshni Nadar
Malhotra, Mr. Shiv Nadar and Mr. S. Madhavan. The Committee is inter-alia responsible for formulating and
monitoring the CSR Policy of the Company. A brief outline of the CSR Policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year are set out in Annexure 4 of this Report in the form
as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

CORPORATE GOVERNANCE PHILOSOPHY:

Corporate Governance is an integral part of the philosophy of the Company in its pursuit of excellence, growth
and value creation. In addition to complying with the statutory requirements, effective governance systems
and practices towards improving transparency, disclosures, internal control and promotion of ethics at work
place have been institutionalized. The Company recognizes that good governance is a continuing exercise and
reiterates its commitment to pursue highest standards of Corporate Governance in the overall interest of all its
stakeholders.