The Board Diversity Policy (the “Policy”) aims to set out the approach to achieve
diversity on the Board of Directors (the “Board”) of the Company. Building a Board
of diverse and inclusive culture is integral to the success of B.N.RATHI SECURITIES
LTD. Ethnicity, age and gender diversity are areas of strategic focus to the composition
of our Board. The Board considers that its diversity, including gender diversity,
is a vital asset to the business.
The Company recognizes and embraces the benefits of having a diverse Board to enhance
the quality of its performance.
This policy applies only to the Board of the Company but does not apply to employees.
With a view to achieving a sustainable and balanced development, the Company witnesses
increasing diversity at the Board level as an essential element. In designing the
Board’s composition, Board diversity has been considered from a number of aspects,
including but not limited to gender, age, cultural and educational background, ethnicity,
professional experience, skills and knowledge. All Board appointments will be based
on meritocracy, and candidates will be considered against objective criteria, having
due regard for the benefits of diversity on the Board.
The Company believes that a diverse Board will contribute to the achievements of
its strategic and commercial objectives, including to:
- drive business results
- make corporate governance more effective
- enhance quality and responsible decision making capability
- ensure sustainable development
- enhance the reputation of the Company.
Selection of candidates will be based on a range of diversity perspectives, including
but not limited to gender, age, culture and educational background, ethnicity, professional
experience, skills and knowledge. The ultimate decision will be based on merit and
contribution that the selected candidates will bring to the Board. The Board’s composition
(including gender, ethnicity, age) will be disclosed in the Corporate Governance
Monitoring and Reporting
A. The Nomination and Remuneration Committee is (among other things) responsible
- formally assessing the appropriate mix of Diversity, skills, experience and expertise
required on the Board and assessing the extent to which the required skills are
represented on the Board.
- making recommendations to the Board in relation to Board succession, including the
succession of the Chairman, to maintain an appropriate mix of Diversity, skills,
experience and expertise on the Board and
- reviewing and reporting to the Board in relation to Board Diversity.
B. The Nomination and Remuneration Committee will report to the Board on:
- initiatives undertaken by the Committee in relation to board Diversity and to achieve
the measurable objectives.
- progress in achieving the Measurable Objectives and to make recommendations to the
Board on the same.
C. The Nomination and Remuneration Committee will report annually, in the Corporate
Governance Report, on the Board’s composition under diversified perspectives, and
monitor the implementation of the Policy.
The Board shall have an optimum combination of executive, non-executive and independent
directors in accordance with requirements of the Articles of Association of the
Company, the Companies Act, 2013, Listing Agreement and the statutory, regulatory
and contractual obligations of the company.
The effective implementation of this policy requires that shareholders are able
to judge for themselves whether the Board as constituted is adequately diverse.
To this end, Company shall continue to provide sufficient information to shareholders
about the size, qualifications and characteristics of each Board Member.
Review of the Policy
The Nomination and Remuneration Committee will review the Policy, from time to time,
to ensure the effectiveness of the Policy. The Nomination and Remuneration Committee
will discuss any revisions that may be required, and recommend any such revisions
to the Board for consideration and approval.
Disclosure of the Policy
The Policy will be published on the Company’s website for public information.
A summary of the Policy together with the measurable objectives set for implementing
this Policy, and the progress made towards achieving those objectives will be disclosed
in the Corporate Governance Report annually.
Policy Sponsor: Managing Director
Date approved: 13th November, 2015
Approved by: The board
Responsibility for document management: Managing Director/ Company Secretary