Lead Board Management

1) Job Purpose

The Job purpose of the Board & PMO Management has been bifurcated as below:

1. Board Management:

The Board is at the core of the corporate governance system of the Company. The Board is committed towards compliance of sound principles of corporate governance and plays a crucial role in overseeing how the management serves the short and long-term interests of the members and other stakeholders. The Board works collaboratively to provide support and guidance to the management when necessary. For the Company Secretarial function the Board is the most crucial stakeholder. The Board delegates several powers to effectively oversee and execute its duties to various Committees. Adherence to the norms requirements and compliances relating to the Board piece is utmost critical. The role also requires assisting the Company Secretary to effectively execute / manage / convene / host and conduct the meetings of the Board Committees and the Directors in a thorough professional way and demands a certain level of prudence persuasion and adept soft / communication skills in addition to the functional knowledge.

The role includes a host of activities relating to the meetings directors management collating circulating and producing of informationincluding confidential and Price Sensitive informationfrom the widespread reach of the Company its locationsmore than 28 locations 68 subsidiaries and Corporate functionsas well as knowing the art of presenting it before the Board.

In the wake of various amendments and the advent of new statutes the role also demands consistent adaptabilityand the wherewithal to put in place various mechanismsto enable achieving the Governance standards the size stature and repute of a Company like Hindalco demands.

1. PMO Management:

The Project Management Office is the key area to assist the Company Secretary and Compliance Officer to administer and execute the latters role effectively by handing / managing / administering the activities that are required to ensure that the overall health of the function is stable and sustainable.

4) Key Result Areas/Accountabilities:

Key Result Areas/Accountabilities

Supporting Actions

Handle / Manage Meetings of:

1. Board of Directors
2. Audit Committee
3. Nomination & Remuneration Committee
4. Stakeholders Relationship Committee
5. Corporate Social Responsibility Committee
6. Prevention of Insider Trading Committee
7. Finance Committee
8. Capital Raising CommitteeFor issuance of instruments in the Capital Market

30-35 meetings held during a given Financial Year collectivelyBoard AGM & Committees

Pre-Meeting Activities:

• Create 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
• Preparation of Agenda and Supporting Papers
• Organize and conduct Pre-Board with CFO and MD for necessary internal approvals
• Prepare and circulate the Chairmans note for approval
• Ensure sending of the Notice and Agenda for the meetings
• To collate and prepare the details on vigil mechanismwhistle blower / value violationsand the RPT related documents to be placed before the Audit and Board.
• Invite the Unit Heads to the meetings in case of a fatal accident
• Liaise with the Chairman office to book the Board rooms carry out dry runs to ensure smooth VC parking directors luncheon
• Ensure the Accommodation logistics and other requirements of Directors visiting for the meeting are taken care of
• Invite the Auditors and necessary invitees for the meeting
• Ensure all matters required statutorily and basis the needs of the Company are included in the agenda
• Circulate the Price Sensitive information to the Directors
• Upload the meetings decks for paperless meetings.

During the meeting:

• Ensure the arrangements and logistics are in place before the meeting
• Ensure the directors auditors and invitees required for the meeting are present / have joined virtually
• Display run and manage the proceedings of all meetings
• Host manage and conduct the meetings for Audit NRC CSR SRC and Finance Committees
• Assist the Company Secretary and Compliance Officer to manage the Board meetings and conduct the meetings in his/her absence
• Ensure proceedings of the meeting are recorded.

Post the meeting:

• Ensure Sitting fees Non-Executive Directors Commission are credited to the Directors
• Ensure the draft minutes for Board and Committees are circulated to the Directors within 15 days of conclusion of the meeting
• Ensure the comments received are incorporated and finalized
• Ensure the minutes are signed by the Chairman / Chairperson of the Board and Committees.
• Passing of Circular resolutions by the Board/Committees.
• Ensure the signed minutes are in place and are maintained physically at all times.
• Digitization and record-keeping of the minutes.

Publishing / Printing of Integrated Annual Report

• Over-arching monitoring and ensuring the publishing / printing of the integrated annual report
• To ensure / oversee the preparation of the AGM Notice and Boards Report
• To ensure / oversee all relevant content are finalized within the required time frame and provided to the Printer / Typesetter / Agency for printing / publishing
• Preparation of the Flip book for the Integrated Annual Report

Annual General Meeting

• Liaising with the RTAs / Directors / Chaiman office and IT for facilitating the webcasting of AGM
• Accommodation and logistics for Directors in case of physical meetings
• Overseeing and ensuring the circulation of final AGM deck including Proceedings Chairman Speech Fact Sheets FAQs etc. for the Chairman/MD/ CFO and other directors
• Evoting of Executive and Independent Directors
• Ensure the finalization and signing of minutes by the Chairman within 30 days of AGM.

General Authorization & Powers of Attorney

• Ensure the relevant 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.
• Ensure maintaining of a repository for record keeping of the POAs.

Compliances relating to the Board of Directors

To ensure all compliances with regard to the Board of Directors:

• To ensure the Board and Committee composition at all times in consonance with the Companies Act and SEBI Regulations
• Assist / provide recommendations to the Company Secretary about relevant candidatures for potential independent Directors
• Cater to the requirements / requests of present former and future Board members
• To assist / organize / conduct directors familiarization programmes
• To ensure preparation and delivering of induction kits to newly appointed directors
• Ensure 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.
• Annual Disclosures under the Companies Act SEBI Listing and Insider Trading Regulations Code of Conduct Banking Agreements etc.
• Assist the Company Secretary to recommend the Non-Executive Directors Commission
• Notice of Interests of Directors and KMPs
• DIR- 3/KYC and other KYC of directors

Audit

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.

Special Projects & PMO Activities

Assist the Company Secretary with the Special and administrative matters and Projects. PMO activities would include activities including but not limited to:

• Ensure all approvals are in place for Coal Auctions / Coal Linkage Auction such as Board resolutions / POAs notary Stamping etc.
• Ensure aiding in the issuance of the Commercial Papers as and when they arise
• Staffing within the department
• Ensure creation of Digital Signature Certificates of Executive Directors Company Secretary.
• Plant Visits for Directors and within the function
• Stamp papers and notary related activities
• Special Projects relating to land and Archival
• Values Consequence Management
• Team building and Team calls and other allied activities
• Creation of team budgets and forecasting.

Subsidiary Companies of Hindalco

• To replicate and ensure adoption of the governance practices followed for the Hindalco Board meetings over to all the subsidiaries of Hindalco.
• To be appointed and be responsible for overall management and health of a Subsidiary Company of Hindalco having a legal requirement of appointing a Company Secretary in whole time employment.

Governance 2.0 in relation to the Board matters and benchmarking

• To ensure 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 ensure 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 ensure collaboration within the eco-system of the function to the new amendments provisions to facilitate on the Board deliverables
• To ensure adequate systems / processes are in place or created to ensure adherence to new provisions.
• Benchmarking with industry Group for Governance practices for Board matters to attain governance excellence.

Creation of Repository and Archival / Digitization / Automation of Board related information

• Ensure creation of an automated repository for Directors database system
• Digitization / Automation of Documents such as Minutes dating back to the inception of the Company in 1958 65 years
• Ensure creation of a repository for General Powers of Attorney and Authorizations.