Indus Towers Limited has an ace Board of Directors, who are all leaders in their own areas of specialization and business.
Audit & Risk Management Committee
The Audit & Risk Management Committee of Indus Towers Limited comprises the following members:
Key Responsibilities of the Audit & Risk Management Committee, inter-alia, includes:
Audit Related:
- Oversee the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
- Recommend to the Board in respect of the appointment (including the filling of a casual vacancy), resignation or dismissal, remuneration and terms of appointment of auditors;
- Approve limits in respect of non-audit services provided by the statutory auditor; also approve the payment to statutory auditors for any other services rendered by them;
- Discuss with the statutory auditor, before the audit commences, the nature and scope of the audit to be conducted; also conduct post-audit discussion to ascertain any areas of concern;
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Review with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to:
- Matters required to be included in the Directors’ responsibility statement, included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
- Changes, if any, in accounting policies and practices and reasons for the same;
- Major accounting entries involving estimates based on the exercise of judgement by management;
- Significant adjustments made in the financial statements arising out of audit findings;
- Compliance with listing and other legal requirements relating to financial statements;
- Disclosure of all related party transactions;
- Modified opinion(s) in the draft audit report;
- Quarterly compliance certificates confirming compliance with laws and regulations, including any exceptions to these compliances;
- The financial statements, in particular the investments, if any, made by unlisted subsidiary companies.
- Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
- Review the implementation of Company’s financial and risk management policies, and implementation of treasury policies & strategies and status of investor relation activities;
- Review the functioning of the Vigil / Whistle Blower mechanism;
- Review the reasons for substantial defaults, if any, in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors, if any;
- Approve the appointment, re-appointment and removal of Chief Financial Officer of the Company after assessing the qualifications, experience and background, etc. of the candidate;
- Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
- Review, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
- Discuss with the internal auditor any significant findings and follow up there on and the coverage and frequency of internal audits as per the annual audit plan;
- Review & monitor the auditor’s independence, performance & effectiveness of audit process;
- Review the findings of any internal investigation by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and report the matter to the Board;
- Scrutiny of inter-corporate loan & investments;
- Monitoring & Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or right issue, and making appropriate recommendations to the Board to take up steps in this matter;
- Valuation of undertakings or assets of the company, wherever it is necessary;
- Appointment of registered valuers;
- Evaluation of internal financial controls and risk management systems;
- Approval or any subsequent modification of transactions of the company with related parties;
- Reviewing the utilization of loans and/ or advances from/ investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower;
- consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.
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Mandatory review of the following information:
- management discussion and analysis of financial condition and results of operations;
- statement of significant related party transactions (as defined by the audit committee), submitted by the management;
- management letters or letters of internal control weaknesses issued by the statutory auditors;
- internal audit reports relating to internal control weaknesses;
- the appointment, removal and terms of remuneration of the chief internal auditor;
- statement of deviations:
- quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”);
- annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.
- Consider other functions, as defined by the Board, or as may be stipulated under any law, rule or regulation including the SEBI Listing Regulations and Companies Act, 2013.
Risk Management Related:
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To formulate a detailed risk management policy which shall include:
- A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee.
- Measures for risk mitigation including systems and processes for internal control of identified risks.
- Business continuity plan
- To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;
- To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;
- To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;
- To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken;
- The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Audit & Risk Management Committee.
- Implement, monitor and review the risk management framework, the risk management plan and related matters;
- Delegate above said authorities to sub-committees, whenever required.
- To coordinate its activities with other committees in instances where there is any overlap with activities of such committees, in accordance with the framework laid down by the board of directors.
Powers of the Audit & Risk Management Committee:
- To investigate any activity within its terms of reference;
- To seek information from any employee;
- To obtain outside legal or other professional advice;
- To secure attendance of outsiders with relevant expertise, if it considers necessary.
HR, Nomination and Remuneration Committee
The HR, Nomination and Remuneration Committee of Indus Towers Limited comprises the following members:
Key Responsibilities of the HR, Nomination and Remuneration Committee, inter-alia, includes:
HR Related:
- Attraction and Retention strategies for employees;
- Formulation and recommendation to the Board, a policy relating to remuneration of directors, key managerial personnel and other employees;
- Determine the compensation (including salaries and salary adjustments, incentives/benefits, bonuses) and Performance targets of the Chairman and of the Managing Directors & CEOs;
- Review employee development strategies;
- Assess the learning and development needs of the directors and recommend learning opportunities which can be used by them to meet their needs for development;
- Review its Terms of Reference on an annual basis and recommend any changes to the Board;
- Review all human resource related issues including succession plan of key personnel;
- Recommend to the Board, all remuneration, in whatever form, payable to senior management;
- Approve the remuneration payable to managerial persons in case of no profit or inadequate profit taking into account the financial position of the company, trend in the industry, appointee’s qualification, experience, past performance, past remuneration while bringing objectivity in determining the remuneration package while striking a balance between the interest of the company and the shareholders.
ESOP Related:
- Formulation of ESOP plans and decide on future grants from time to time;
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Formulation of terms and conditions under the present ESOP Schemes of the Company with respect to:
- Quantum of options to be granted under ESOP Scheme(s) per employee and in the aggregate under a plan;
- Performance conditions attached to any ESOP Plan.
- Conditions under which options vested in employees may lapse in case of termination of employment for misconduct;
- Exercise period within which the employee should exercise the option and that option would lapse on failure to exercise the option within the exercise period;
- Specified time period within which the employee must exercise the vested options in the event of termination or resignation of an employee;
- Right of an employee to exercise all the options vested in him at one time or at various points of time within the exercise period;
- Procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of rights issues, bonus issues and other corporate actions;
- Grant, vest and exercise of option in case of employees who are on long leave; and the procedure for cashless exercise of options;
- Any other matter which may be relevant for administration of ESOP schemes from time to time.
- Frame suitable policies and processes to ensure that there is no violation of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
- Other key issues as may be referred by the Board.
Nomination Related:
- Formulate the criteria / policy for appointment of directors, senior management, which shall, inter-alia include qualifications, positive attributes and independence of a director;
- Review and recommend the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and Board Committees;
- Identify and recommend to the board persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and their removal thereof;
- Evaluate the balance of skills, knowledge, experience and diversity on the Board for description of the role and capabilities required for particular appointment;
- Review succession planning for Executive and Non-Executive Directors and other senior executives particularly the Chairman, Managing Director and CEO;
- Recommend suitable candidate for the role of Lead Independent Director;
- Recommend the appointment of any director to executive or other employment/place of profit in the Company;
- Formulate the criteria for evaluation of performance of independent directors and Board of Directors;
- Devise a policy on diversity of Board of Directors;
- Decide whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;
- Conduct an annual evaluation of overall effectiveness of the Board, the committees of the Board and the performance of each director.
Corporate Social Responsibility (CSR) Committee
The CSR Committee of Indus Towers Limited comprises the following members:
Key Responsibilities of the CSR Committee, inter-alia, includes:
- Formulate and recommend to the Board a Corporate Social Responsibility Policy which shall indicate activities to be undertaken by the Company;
- Recommend the amount of expenditure to be incurred on the activities undertaken.
- Monitor the Corporate Social Responsibility Policy of the Company from time to time.
- Review the performance of the Company in the area of CSR.
- Evaluate social impact of the Company's CSR Activities.
- Review the Company's disclosure of CSR matters including any annual social responsibility report.
- Review the CSR Report, with the management, before submission to the Board for approval.
- Institute a transparent monitoring mechanism for implementation of the CSR Project or programs or activities
- Approve the appointment or re-appointment of directors responsible for Business Responsibility
- Consider other functions, as defined by the Board, or as may be stipulated under any law, rule or regulation including the Listing Regulations, Corporate Social Responsibility Voluntary Guidelines and the Companies Act, 2013.
Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee of Indus Towers Limited comprises the following members:
Key Responsibilities of the Stakeholders’ Relationship Committee, inter-alia, includes:
- Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;
- Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;
- Dematerialize or rematerialize the share certificates;
- Approve the transmission of shares or other securities arising as a result of death of the sole/anyone joint shareholder;
- Sub-divide, consolidate and/or replace any share or other securities certificate(s) of the Company;
- Issue duplicate share/other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company;
- Approve, register, and refuse to register transfer/ transmission of shares and other securities;
- Further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s);
- Oversee & review, all matters connected with the transfer of securities of the Company;
- Oversee the performance of Registrar and Share Transfer Agent of the Company;
- Recommend methods to upgrade the standard of services to the investors;
- Deal with the unclaimed / undelivered shares of the company;
- Review of measures taken for effective exercise of voting rights by shareholders;
- Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent;
- Review various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/ statutory notices by the shareholders of the Company;
- Do all such acts, deeds and things as may be necessary in this regard.
Environmental, Social and Governance (ESG) Committee
The ESG Committee of Indus Towers Limited comprises the following members:
Key Responsibilities of the ESG Committee, inter-alia, includes:
- Assist Board in the Company’s overall strategy with respect to ESG matters;
- Provide strategic guidance to ESG Council to set the ESG goals, targets and monitor performance thereof;
- Overview of material ESG risks and opportunities, approach to mitigate or adapt to the risks;
- Oversee the Company’s policies, practices and performance with respect to ESG matters;
- Oversee the Company’s reporting standards in relation to ESG matters;
- Report to the Board current and emerging topics relating to ESG matters that may affect the business, operations, performance, or public image of the Company or are otherwise pertinent to the Company and its stakeholders;
- Advise the Board on significant stakeholder concerns relating to ESG matters;
- Delegate any or all its responsibilities to any member of the management committee
- To investigate any activity within its terms of reference;
- To seek information from any employee;
- To obtain outside legal or other professional advice;
- secure attendance of outsiders with relevant expertise, if it considers necessary.
- Review the Business Responsibility and Sustainability Report, with the management, before submission to the Board for approval.
Memorandum and Article of Association - Registered & Corporate Office:
Building No. 10
Tower-A, 4th Floor, DLF Cyber City
Gurugram 122 002 (Haryana)
Phone: +91 124 4296766
Fax: +91 124 4289333
