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Re-appointment towards its stakeholders. the governance guidelines cover
In accordance with the provisions of Section 152 of the act and the aspects relating to composition and role of the Board, Chairman
articles of association of the Company, Mr. r. Mukundan, Managing and directors, Board diversity, definition of independence, director
director & Ceo of the Company, retires by rotation at the ensuing term, retirement age and Committees of the Board. It also covers
agM and being eligible, has offered himself for re-appointment. aspects relating to nomination, appointment, induction and
development of directors, director’s remuneration, subsidiary
during the year under review, the Members re-appointed oversight, code of conduct, review of Board effectiveness and
Ms. Vibha paul rishi as an Independent director of the Company mandates of Committees of the Board.
for a second term of five years from September 1, 2019 to
august 31, 2024, by passing a Special resolution. Procedure for Nomination and Appointment of
Directors
Independent Directors the nrC is responsible for developing competency requirements
In terms of Section 149 of the act, Ms. Vibha paul rishi, for the Board based on the industry and strategy of the Company.
Ms. padmini Khare Kaicker, dr. C. V. natraj and Mr. K. B. S. anand the Board composition analysis reflects in-depth understanding
are the Independent directors of the Company. the Company of the Company, including its strategies, environment, operations,
has received declarations from all the Independent directors financial condition and compliance requirements.
confirming that they meet the criteria of independence as
prescribed under Section 149(6) of the act and regulation 16(1) nrC conducts a gap analysis to refresh the Board on a periodic
(b) of the listing regulations and are independent from the basis, including each time a director’s appointment or re-
management. the Independent directors of the Company hold appointment is required. the Committee is also responsible for
office for a term of five years or until completion of 75 years, reviewing the profiles of potential candidates vis-à-vis the required
whichever is earlier. they are not liable to retire by rotation in competencies and meeting potential candidates, prior to making
terms of Section 149(13) of the act.
recommendations of their nomination to the Board. at the time
the Board is of the opinion that the Independent directors of of appointment, specific requirements for the position, including
the Company possess requisite qualifications, experience and expert knowledge expected, is communicated to the appointee.
expertise in the fields of science and technology, digitalisation,
human resources, strategy, auditing, tax and risk advisory services, during FY 2018-19, the Board had also identified the list of core
financial services, corporate governance, etc. and that they hold skills, expertise and competencies of the Board of directors as are
highest standards of integrity. required in the context of the businesses and sectors applicable
to the Company and those actually available with the Board.
the Independent directors of the Company have undertaken
requisite steps towards the inclusion of their names in the data the Company has also mapped each of the skills, expertise
bank of Independent directors maintained with the Indian and competencies against the names of the Board Members
Institute of Corporate affairs in terms of Section 150 of the act possessing the same.
read with rule 6 of the Companies (appointment & Qualification
of directors) rules, 2014. Scientific Advisory Board
the Board has constituted a Scientific advisory Board consisting of
details of Familiarisation programme for the Independent
directors are provided separately in the Corporate governance scientists with relevant domain expertise under the Chairmanship
report which forms a part of this annual report. of dr. C. V. natraj, Independent director of the Company with a
view to synergise the research & development initiatives at the
Key Managerial Personnel (‘KMP’) Company’s Innovation Centre and research & development
In terms of the provisions of Section 2(51) and Section 203 of the Centres (crop care and seeds respectively) of rallis India limited.
act, the following are the KMp of the Company: Further details in this regard are provided in the Corporate
governance report.
• Mr. r. Mukundan, Managing director & Ceo
• Mr. Zarir langrana, executive director Criteria for determining Qualifications, Positive
• Mr. John Mulhall, Chief Financial officer Attributes and Independence of a Director
• Mr. rajiv Chandan, general Counsel & Company Secretary the nrC has formulated the criteria for determining qualifications,
positive attributes and independence of directors in terms of
Governance Guidelines provisions of Section 178 (3) of the act and the listing regulations.
the Company has adopted the governance guidelines on Board the relevant information has been given in Annexure 3 which
effectiveness to fulfill its corporate governance responsibility forms part of this report.

70 I Integrated annual report 2019-20