Key Result Areas/Accountabilities: |
Key Result Areas/Accountabilities | Supporting Actions |
Handle / Manage Meetings of: - Board of Directors,
- Audit Committee,
- Nomination & Remuneration Committee,
- Stakeholders Relationship Committee,
- Corporate Social Responsibility Committee,
- Prevention of Insider Trading Committee,
- Finance Committee,
- Capital Raising Committee [For issuance of instruments in the Capital Market]
30-35 meetings held during a given Financial Year collectively[Board, AGM & Committees] | Pre-Meeting Activities: - Assist Lead: PMO & Board Management in creating of an annual Board calendar to be sent out to the Directors in consultation with the CFD, MD, CFO and Chairman Office,
- Collate the information for the meetings from locations, Subsidiaries and Corporate functions,
- Drafting of Agenda and Supporting Papers,
- Drafting of requisite documents for conducting Pre-Board with CFO and MD
- Drafting of the Notice and Agenda for the meetings,
- To collate and prepare the details the RPT related documents to be placed before the Audit and Board.
- To co-ordinate in inviting the Unit Heads to the meetings in case of a fatal accident,
- To arrange the Accommodation, logistics and other requirements of Directors visiting for the meeting are taken care of,
- To assist the Lead: PMO & Board Management that all matters required statutorily and basis the needs of the Company are included in the agenda,
During the meeting: - To arrange the logistics before the meeting,
- Attend the Directors attending the Board Meeting at venue
- Assist the Directors facing any difficulty who are joining the Meeting via online for resolving any technical difficulties
- Assist the Lead: PMO & Board Management and Company Secretary and Compliance Officer to manage the Board meetings and conduct the meetings in his/her absence,
- To record the proceedings of the Meeting
Post the meeting: - To manage the payment of Sitting Fees to the Directors attending the Meeting
- To manage the Payment of Commission to the Non-Executive Director of the Company
- Drafting of Minutes of the Meeting of Board and Committees
- To arrange for the signature of the Minutes of Meeting of Board and Committees
- To maintain the records of the Minutes of the Meeting of Board and Committees and ensuring the same is digitized
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Publishing / Printing of Integrated Annual Report
| - To assist the Lead: PMO & Board Management for monitoring and ensuring the publishing / printing of the integrated annual report,
- To draft Board Report and AGM Notice of the Company
- To assist the Lead: PMO & Board Management in ensuring / overseeing all relevant content are finalized within the required time frame and provided to the Printer / Typesetter / Agency for printing / publishing,
- To assist Lead: PMO & Board Management in Preparation of the Flip book for the Integrated Annual Report
- To ensure the Integrated Annual Report and Flipbook is uploaded on the website of the Company
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Annual General Meeting | - To assist the Lead: PMO & Board management in liaising with the RTAs and IT for facilitating the webcasting of AGM,
- To arrange the accommodation and logistics for Directors in case of physical meetings,
- To draft the documents relating to AGM including Proceedings, Chairman Speech, Fact Sheets, FAQs etc. for the Chairman/MD/ CFO and other directors,
- To draft the Minutes of Annual General Meeting of the Company
- To ensure the Minutes of Annual General Meeting is signed by the Chairman
- To maintain the records of the Minutes of Annual General Meeting of the Company and Digitize the same
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General Authorization & Powers of Attorney | - To draft authorizations are in place and provided to the relevant officers of the Company by way of:
- General / Specific Powers of Attorney,
- Authorization letters,
- Board Resolutions,
- Finance Committee Resolutions.
- To Draft the Power of Attorney for the relevant officers of the Company
- To maintain the records of the Power of Attorney issued by the Company
- To assist the Lead: PMO & Board Management in ensuring to maintain a repository for record keeping of the POAs.
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Compliances relating to the Board of Directors | To ensure all compliances with regard to the Board of Directors: - To assist the Lead: PMO & Board Management in ensuring the Board and Committee composition at all times in consonance with the Companies Act and SEBI Regulations,
- To Assist the Lead: PMO & Board Management about relevant candidatures for potential independent Directors,
- To assist Lead: PMO & Board Management in ensuring facilitation for appointment of Directors as the Owners/Occupiers as required under various laws such as Factories Act / Mines, Mining and Development, Explosives Act etc.
- To draft the Annual Disclosures under the Companies Act, SEBI Listing and Insider Trading Regulations, Code of Conduct, Banking Agreements etc.,
- To ensure the Notice of Interests of Directors and KMPs are placed at the Meeting of Board
- To arrange for the availability of Executive Director for DIR- 3/KYC and other KYC of directors,
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Audit | To assist the Lead: PMO & Board Management in Audit with regards to: - Appointments, Reappointments of Statutory, Cost, Internal and Secretarial Auditors and Scrutinizer,
- Statutory Audit relating to Board and Committee matters,
- Internal Audit presentations at Half yearly Audit Committee meetings,
- Cost Audit Report adoption at Board and Audit Committee,
- Approval of the Secretarial Audit Report and support thereto,
- Audit support for the Corporate Governance Report forming part of the Annual Report,
- To arrange for certifications by the statutory auditors for matters / other services under S. 144 of the Companies Act, 2013.
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Special Projects & PMO Activities | Assist the Lead: PMO & Board Management with the Special and administrative matters and Projects. PMO activities would include activities including but not limited to: - Ensure all POAs are in place
- To working in aiding in the issuance of the Commercial Papers as and when they arise,
- To co-ordinate for creation of Digital Signature Certificates of Executive Directors, Company Secretary.
- To assist Lead: PMO & Board Management in arranging the Plant Visits for Directors and within the function,
- To arrange the Stamp papers and notary related activities,
- To work on the Special Projects relating to land and Archival or any other project at Company Level or Group Level as and when it comes,
- To assist Lead: PMO & Board Management in team building and Team calls and other allied activities,
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Subsidiary Companies of Hindalco | - To assist the Lead: PMO & Board Management in replicating and adoption of the governance practices followed for the Hindalco Board meetings over to all the subsidiaries of Hindalco.
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Governance 2.0 in relation to the Board matters and benchmarking | - To assist Lead: PMO & Board Management in ensuring the best governance practices befitting the size and stature of Hindalco are being adopted at all times by way of attending / participating in various trainings, workshops, seminars, panel discussions etc.
- To assist Lead: PMO & Board Management in ensuring that all the amendments that may arise from time to time are being implemented with an aim of elevating the governance practices at all times,
- To assist Lead: PMO & Board Management in ensuring in collaborating within the eco-system of the function to the new amendments provisions to facilitate on the Board deliverables,
- To assist Lead: PMO & Board Management in ensuring adequate systems / processes are in place or created to ensure adherence to new provisions.
- To assist Lead: PMO & Board Management in ensuring Benchmarking with industry, Group for Governance practices for Board matters to attain governance excellence.
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Creation of Repository and Archival / Digitization / Automation of Board related information | - To assist Lead: PMO & Board Management in ensuring creation of an automated repository for Directors database system,
- To assist Lead: PMO & Board Management in ensuring Digitization / Automation of Documents such as Minutes dating back to the inception of the Company in 1958 [ 65 years],
- To assist Lead: PMO & Board Management in ensuring creation of a repository for General Powers of Attorney and Authorizations.
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