2021

Corporate Governance
Report
SUBMITTED BY
NAME
Contents
Introduction.................................................................................................................................................2
Board of Directors.......................................................................................................................................2
Key Responsibilities.................................................................................................................................2
Composition............................................................................................................................................2
Chairmanship...............................................................................................................................................2
Key Responsibilities.................................................................................................................................2
Policy Recommendations............................................................................................................................3
Board Calendar............................................................................................................................................4
Corporate Governance Recommendations.................................................................................................4
ANNEXURE 1................................................................................................................................................6
ANNEXURE 2................................................................................................................................................7

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Introduction
This Corporate Governance Report (“Report”) covers the period 1 January 2020 – 31 December
2020 and is prepared pursuant to Corporations Act 2001. The Report shall be made a part of the
management review in the statutory Annual Report 2021.

Board of Directors
Key Responsibilities
The Board of Directors governs and review the implementation of the company’s overall
strategy. Further, the Board of Directors administers Executive Management to ensure the
progress of a company as per the stated vision.

Composition
With regards to the composition of the Board of Directors, the guiding principle is that it should
include individuals whose expertise and experience facilitates the Board of Directors to the
interest of the shareholders, employees, and other stakeholders. Board should consider the
composition to ensure that they have the directors with the right skill, interdependence and
diversity that allow different and strategic discussions. To ensure multiple perspectives, the aim
should be to have at least three shareholder elected Board members representing both genders.
The model, presented in Annexure 1, links each proposed skill to a relevant purpose associated
with the duties of a director.

Chairmanship
Key Responsibilities
Chairmanship assists the Board of Directors plan the Board meetings and externally represents
the Board. It also ensures a balance between financial management and complete strategy-setting
of the company including employment, incentive remuneration and performance assessment of
Executive Management. The key qualities, skills and knowledge of an effective chairperson
include:
1. Concise and clear speaking.
2. Sensitive to the feelings of the audience
3. Impartial nature
4. Good approachability
5. Efficient time management
6. Ability to delegate
7. Insightful and tactful strategy making
8. Leadership qualities
9. Strong networking skills
10. Experience in management committee participation.

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Explanatory Note:
The diversity recommendations include the disclosure of:
1. the diversity policy.
2. quantifiable aims for gender diversity including accomplishment against those aims.
3. the number of females within the organization.
4. at senior executive and board level; and
5. a statement of the mix of skills and diversity the company is seeking on the board.

Policy Recommendations
Based on an initial review of the governance structure, following are some policy
recommendations which the Company should adopt:
1. Non-discrimination policy – This policy ensures the protection of an organization and its
employees from workplace victimization. This includes bullying, harassment, vilification
and discrimination because of an employees’ gender, nationality, race, religion, or color.
The Company shall ensure that any behavior that constitutes such discrimination, sexual
harassment or bullying will not be tolerated and will lead to action being taken, which
may include dismissal.
2. Workplace Health & Safety Policy – The Company should provide a safe work
environment for the health, safety and welfare of the employees, contractors, visitors, and
members of the public who may be affected by our work. An inclusive policy should be
introduced where everyone at the workplace shall be deemed responsible for ensuring
health and safety at that workplace.
Other policies that should be considered as soon as possible include:
1. Employee code and conduct policy - This policy shall affirm the Company’s belief in
responsible social and ethical behavior from all employees. This policy shall clarify the
standards of behavior that Company expects of all employees. The Code of Conduct
policy shall apply to all employees and provides the framework of principles for
conducting business, dealing with other employees, clients, and suppliers. The Code of
Conduct shall not replace legislation and if any part of it is in conflict, then legislation
shall take precedence.
2. Disciplinary action policy – This policy shall help the Company to react fairly in the
event of violation of other policies. This policy must state the consequences and
penalties and must be inclusive of all to promote equality.
3. Training and development policy – The Company should give employees adequate
training to do their job safely and competently. We should encourage employees to
participate and to highlight any gaps in their own skills or knowledge they believe they
have. Training includes internal on-the-job training, written instructions such as

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 standard operating procedures, coaching, external training, and courses. Safety training
takes precedence.
4. Compensation and benefit policy – The Company should motivate employees in
increasing their commitment with their work through an inclusive and non-
discriminatory compensation policy. This shall protect the employees to have a fair
compensation and help the Company to increase the turnover and increase employee
retention.

Board Calendar
A specific and regularly updated Board Calendar helps the Board to oversee more effectively. It
also:
1. Provides an overview of meeting agenda and points of focus.
2. Provides a list of pending tasks along with their priorities and timelines.
3. Reduces repetitive discussions.
4. Assists in the plausible development of thought and analysis of issues.
5. Aligns board focus with key reporting and compliance dates.
A sample Board Calendar is provided in Annexure 2.

Explanatory Note:
Mentioned policies are aimed at protecting the employees and the Company from any damages
or critical issues that might occur. Being a Governance Officer, it is a dire need to introduce
these policies to assist the management in developing a better and more inclusive work
environment.
All company existing policies must be reviewed and regularly updated to continuously promote a
better work culture to the employees.

Corporate Governance Recommendations

Upon the assessment of the current governance structure, following governance
recommendations are submitted:
1. Ensure transparent financial reporting and independence of Finance team from
Operations & CXOs.

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 2. Decentralize authorities, especially in Sales and Purchase departments.
3. Appoint auditors and ensure their interdependence.
4. Review compliance with listing and other legal requirements relating to financial
statements.
5. Review various aspects of interest of shareholders, debenture holders and other security
holders.
6. Ensure transparency in appointment of KMPs.
7. Develop a criterion for evaluation of Independent Directors and BOD.
8. Establish& review functioning of the Whistle Blower Mechanism.
9. Consider and approve Employee Stock Option with the required supervision.
10. Approval or any subsequent modification of transaction with related parties.

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ANNEXURE 1

Skill Purposes associated with the skill

 Managing and directing the business of the company.
Leadership  Guiding the executives and management.
 Setting clear strategic goals.
 Understanding the business.
Business Acumen  Bringing an independent judgment to bear on matters before the
board.
 Understanding financial statements and director’s report.
Financial Literacy  Remaining up to date with the financial affairs of the company.
 Forming an opinion about the financial position of the company.
 Monitoring the executives and management.
Oversight and
 Monitoring the affairs of the company.
delegation
 Recognizing significant risks.
Risk management  Applying an appropriate degree of inquiry.
skill  Balancing foreseeable risk and the potential benefits arising from it.
Change  Keeping up to date with developments in business
management skills  Assessing the impact and risk of change in the business
 Guiding the executives and management
Strategy skill
 Directing the business of the company
 Understanding the legal duties which are complex and require
Legal Skills
interpretation oof case law

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ANNEXURE 2

Board Meetings Months

Strategy
Budget
CEO Oversight
Monitoring and supervision
Risk and compliance
Policy framework
Board review
Governance Issues
Performance review
Operational issues
Financial issues
Capital market issues
New corporate initiatives
Regulatory compliance
Board subcommittees
Nomination committee
Renumeration committee
Audit committee
Risk management committee

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