Page 79 - Index

Mission-Critical Decisions, Made with Confidence.
Membership term
According to the Articles of Association of the Company,
at least two-thirds 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
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 the
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 on
December 31, 2024
None of the Directors, except Mr Amish Mehta, Managing
Director & CEO, held any shares in the Company as of
December 31, 2024. Mr Mehta held 42,151 shares of the
Company, as of December 31, 2024.
Certificate from Practising Company Secretary
regarding non-debarment and non-disqualification
of Directors
The Company has obtained a certificate from M/s S. N.
Ananthasubramanian & Co. (SNACO), a firm of Practising
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 I.
Responsibilities
The Board takes decisions on long-term strategic planning,
annual budget approvals and policy formulation. It 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, 2024,
the Board met six times — on February 15-16, April 16, July
15-16, October 16, October 28 and December 12.
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 the 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
Annual Report 2024
77
Statutory Reports