Page 60 - Crisil Annual Report 2023

Management and are persons of high integrity, expertise and experience. Further, in terms of Section 150 of the Companies Act, 2013, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA) and have passed the proficiency test, if applicable to them.
Committees of the Board
The Board has five Committees:
• Audit Committee
• Corporate Social Responsibility (CSR) Committee
• Risk Management Committee
• Nomination and Remuneration Committee
• Stakeholders’ Relationship Committee
Details of all the Committees, along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance, as part of this Annual Report.
Annual evaluation by the Board
During the year, the Board carried out an annual evaluation of its performance as well as of the working of its Committees and individual Directors, including the Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for the Board, Committees, Chairman and individual Directors. The Chairman’s performance evaluation was carried out by Independent Directors at a separate meeting.
The parameters assessed included various aspects of the Board’s functioning, such as effectiveness, information flow between Board members and the Management, quality and transparency of Board discussions, Board dynamics, Board composition and understanding of roles and responsibilities, succession and evaluation, and possession of required experience and expertise by Board members, among other matters.
The performance of the Committees was evaluated on the basis of their effectiveness in carrying out their respective mandates.
Peer assessment of Directors, based on parameters such as participation in and contribution to Board deliberations, keeping oneself abreast of organisational matters, trends, knowledge and understanding of relevant areas, among other matters, was reviewed by the Board for individual feedback.
Integrity Insight Impact
During 2023, the Company actioned feedback emerging from the Board evaluation process conducted in 2022, relating to operational improvements of the meeting process, matters of talent strategy and stakeholder interaction.
Compliance monitoring framework
The Company has a comprehensive framework for monitoring compliances with applicable laws and internal policies. Compliance reviews take place at multiple levels, as follows:
• First line of defence: Business and corporate functions ensure implementation of laws at the primary level through checks and controls in their operational processes
• Compliance Reporting tool: Compliances are further mapped into the Compliance Reporting tool and affirmed at regular frequencies by compliance owners, to generate Compliance Reports, which are submitted to the Board on a quarterly basis
• The compliance monitoring framework is periodically subject to audits by internal auditors as per the internal audit plan
• The Stakeholders’ Relationship Committee of the Company reviews instances of policy violations and breaches on a quarterly basis
Risk Management Policy and internal control adequacy
The Board has adopted policies and procedures for governance and for orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguard of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial disclosures. The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations.
Significant audit observations and follow-up actions thereon are reported to the Audit Committee. For ensuring independence of the audits, internal auditors report directly to the Audit Committee. Both internal and statutory auditors have exclusive executive sessions with the Audit Committee periodically. In addition, during the year, management performed a review of key controls impacting financial reporting, at entity as well as operating levels, and submitted its report to the Audit Committee and the Board.
Risk assessments are conducted periodically, and the Company has a mechanism to identify, assess, mitigate and monitor various risks to key business objectives. Mitigation plans for key risks identified by the businesses and functions
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Annual Report 2023