Page 89 - Crisil Annual Report 2023

Statutory Reports
Membership term
As per the Articles of Association of the Company, at least two-third of the Board members shall be retiring Directors, excluding Independent Directors. One-third of such Directors are required to retire every year and, if eligible, the retiring Directors qualify for re-appointment. The Managing Director is appointed by the shareholders for a period of five years but can be reappointed on completion of the term, if eligible. The employment may be terminated by either party by giving three months’ notice. Independent Directors shall hold office for up to two terms of five years each.
Succession policy
The Board constantly evaluates the contribution of its members and recommends to shareholders their re- appointment if thought fit, upon expiry of their respective tenures. The Nomination and Remuneration Committee of the Board regularly reviews the succession planning and competency planning priorities of the Board and Senior Management.
The Board has adopted a retirement policy for its members. The maximum age of retirement for Executive Directors is 60 years, provided that the term of the person holding this position may be extended beyond the age of 60 years with the approval of shareholders by passing a special resolution.
Details of shareholdings of Directors as at December 31, 2023
None of the Directors, except Mr Amish Mehta, Managing Director & CEO, held any shares in the Company as at December 31, 2023. Mr Mehta held 37,819 shares and 4,332 options (vested and unvested) under the Company’s ESOS, 2014 as at December 31, 2023.
Certificate from Practicing Company Secretary regarding Non-Debarment and Non-Disqualification of Directors
The Company has obtained a certificate from M/s MMJB & Associates LLP, Practicing Company Secretaries, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Director of the Company by the Securities and Exchange Board of India and Ministry of Corporate Affairs or any such authority, and the same forms part of this report as Annexure II.
Responsibilities
The Board takes decisions on long-term strategic planning, annual budget approvals and policy formulation. The Board also has strong operational oversight and reviews business
plans, key risks and opportunities in the business context. The Board meets at least four times every calendar year and the maximum time gap between any two meetings is not more than 120 days. During the year ended December 31, 2023, the Board met five times — on February 16, April 18, July 17, September 12 and November 7.
A detailed agenda, setting out the business to be transacted at the meeting(s), supported by notes and presentations and action taken reports from previous meetings, where applicable, is sent to each Director at least seven days before the date of the Board and Committee meetings. The Directors are also provided the facility of video conferencing to enable them to participate effectively in the meeting(s), as and when required. All procedures stipulated under the Secretarial Standards and other legal requirements were complied with in the conduct of these meetings.
The Board members are highly involved in Company matters and the attendance record at such meetings, mentioned under Table 3.6 of the Corporate Governance Report, reflects the level of involvement, dedication and time allocated by them. Board members actively seek and attend trainings and off- cycle discussions on various topics pertinent to the Company. Engaging discussions with experts on emerging trends in the economy and global financial markets and interactions with employees and clients are some of the notable events where Board members have participated whole-heartedly.
The Company has an Executive Committee, comprising the Managing Director and a team of senior leaders, with proper demarcation of responsibilities and authority. The Managing Director is responsible for corporate strategy, planning, external contacts and Board matters. The heads of individual businesses and the CRISIL leadership team are responsible for business development, customer relations, day-to- day operations-related issues, profitability, productivity, recruitment, and employee retention in their divisions. Important decisions taken by the Board and its Committees are promptly communicated to the leadership team concerned for execution; status reports on actions taken are reported at subsequent meeting(s).
Role of Independent Directors and familiarisation process
As trustees of shareholders, Independent Directors play a pivotal role in upholding corporate governance norms and ensuring fairness in decision-making. Being experts in various fields, they also bring independent judgement on matters of strategy, risk management, controls and business performance. The Directors’ Report contains the
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