Article explains CSR Policy, Vigil mechanism Policy, Policy for formal Annual Evaluation by the Board of its own performance, that of its committees and individual Directors, Risk Management Policy, Policy for Prevention of Sexual Harassment at Workplace, Policy on directors’ appointment and remuneration of the directors, key managerial personnel and other employees including criteria for determining qualifications, positive attributes, independence of a director and other matters and Device proper systems to ensure compliance with the provisions of all applicable laws to the company.
|S. No.||Policy||Act requirement||Committee & policy details||Board’s Responsibility|
|1.||CSR Policy Sec.135 of Companies Act, 2013 (“Act”)||Every company having :
net worth of Rs.500 crore or more OR
turnover of Rs.1,000 crore or more OR a net profit of Rs. 5 crore or more during immediately preceding financial year
|(i) Board shall constitute CSR Committee of the Board which shall formulate & recommend to the Board, CSR Policy which shall indicate the activities to be undertaken by the company as per Schedule VII of the act
(ii) recommend the amount of expenditure to be incurred on the activities to be undertaken by the company and
(iii) monitor CSR Policy of the company from time to time
|Board of Directors shall: (i) Approve the Policy (ii) ensure that the activities as are included in CSR Policy are undertaken by the company|
|2||Vigil mechanism Policy Sec.177 (9)/177 (10) of Act.||Every listed company and all companies which:
(i)accept deposits from the public;
(ii) have borrowed money from banks and public financial institutions in excess of Rs.50 Crore.
|As the Audit Committee shall review the functioning of the Whistle Blower mechanism, the Policy can be routed through the Audit Committee.
In case of companies not required to constitute Audit Committee, Board shall nominate a person as Ethics & Whistle Officer to oversee the same.
|Board to approve.|
|3||Policy for formal Annual Evaluation by the Board of its own performance, that of its committees and individual Directors. Sec.134(3)(p) of Act||Listed companies and all Public companies having:
paid up share capital of Rs.10 crore or more; OR
turnover of Rs.100 crore or more OR
which have, in aggregate, outstanding loans, debentures and deposits exceeding Rs.50 crore.
|Nomination and Remuneration Committee (NRC) shall lay down criteria for performance evaluation of very director and shall carry out their evaluation
Further, NRC shall lay down evaluation criteria for performance evaluation of Independent Directors and the Board.
The performance evaluation of IDs shall be done by the entire Board (excluding the director being evaluated)[Schedule IV (VIII)(1) of CA, 2013]
• Independent Directors shall evaluate the performance of the Board and management
[Schedule IV(II) (2) of CA, 2013]
|Board to approve.|
|4.||Risk Management Policy Section 134(3)(n) of CA, 2013||All companies||Board of Directors of listed companies shall constitute a Risk Management Committee of the Board which shall frame and update risk management plan and policy and recommend to the Board.
In other cases, Board shall formulate the policy.
|Board to approve.|
|5.||Policy for Prevention of Sexual Harassment at Workplace||All companies||All Companies & Companies having more than 10 employees at any of their offices/ branches are required to constitute an Internal Complaint Committee.||Board to oversee the same.|
|6.||Policy on directors’ appointment and remuneration of the directors, key managerial personnel and other employees including criteria for determining qualifications, positive attributes, independence of a director and other matters. Section 134(3)(e)/178 (3) of CA, 2013||Every listed company and all Public companies having –
Paid up capital of Rs.10 croes or more; OR
Turnover of Rs.100 crore or more OR
Which have, in aggregate, outstanding loans or borrowings or debentures or deposits exceeding Rs.50 crores or more.
|Board shall constitute the Nomination & Remuneration Committee, if applicable, which shall formulate a policy and recommend to the Board.|
|7||Device proper systems to ensure compliance with the provisions of all applicable laws to the company Sec.134(5)(f) of CA,2013||All Companies||However, Board shall periodically review compliance reports of all laws applicable to the company as well as steps taken by the company to rectify instances of non-compliances.|