Directors' Induction, Familiarisation and Training

Familiarisation Programmes for Independent Directors

Preamble:

Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) mandates that every listed company shall familiarize the Independent Directors through various programmes including following:

nature of the industry in which the listed company operates;
business model of listed company;
roles, rights, responsibilities of Independent Directors; and
any other relevant information

Further, Schedule IV of the Companies Act, 2013 mandates that the Independent Directors shall undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company.

Objective:

Birla Corporation Limited ('Company') strongly believes that effective familiarisation programme helps the Independent Directors, not only to have greater insight into Company's business but also contributes effectively in decision making at Board/Committee meetings.

Familarisation Process:

On appointment, Independent Directors through letter of appointment are apprised on their roles, responsibilities & duties. They are also informed on various enactments applicable to the Company, including Code of Conducts, policies etc., their legal and regulatory responsibilities as a Director and the compliances required of them under the Companies Act, 2013 and Listing Regulations.

Familiarisation programmes for the Independent Directors generally forms part of the Board process. These programmes are generally merged with the Board/Committee meetings for the convenience of the Directors. Presentations are regularly being made to the Board and its various Committees, where the Directors/Committee Members get an opportunity to interact with the Senior Management Team including the Statutory and the Internal Auditors of the Company. Such presentations inter alia covers the performance of various businesses of the Company, operating results, comparison of actual performance vs. budget, marketing tools & strategies, market share, management outlook on businesses, economic/industry developments, working capital management, risk management system, changes in senior management, major litigation, compliances, subsidiary information, sectoral updates and other related issues.

Presentations are made on annual business plans which provide the Independent Directors an opportunity to understand the strategic roadmap and also contribute to strategy development with their experience.

Visit to the manufacturing site are organised from time to time so as to familiarize the Board Members about the manufacturing, operational and sustainability aspects of the plants/units to enable them to have full understanding on the activities of the Company and initiatives taken on safety, quality, Sustainability etc.

Board Members are regularly updated on any change and new development on statutory laws, rules, regulations, etc. which are applicable to the Company. .

The Board Members are also made aware about the compliances applicable on the Company by way of quarterly compliances report.

Familiarisation programmes are also conducted on need basis during the term of the independent directors.

Review:

The programme shall be periodically reviewed and brought in conformity with statutory and regulatory requirements, if any.