POLICY ON DIVERSITY OF BOARD OF DIRECTORS
The policy on Board Diversity sets out the approach to diversity on the Board of directors of Khadim India Limited. (“The Company”) to enrich the member composition of the Board with diversified talent and knowledge. The prime object is to enhance the contribution or value addition to the Company.
The need for the policy is as follows:
- Economic: Board diversity helps bring in diverse and expertise thoughts and ideas at the Board level and thereby ensures that the board achieves better decision making and governing abilities.
- Ethical: Board diversity ensures that the customers, employees and all other stakeholders of the company are adequately represented at the board level.
- Regulatory: The listing agreement entered into by the Company with the stock exchanges require the company to have a diversity policy. Further one of the key function of the Board is “Ensuring a transparent board nomination process with the diversity of thought, experience, knowledge, perspective and gender in the Board”.
In order to achieve the previously mentioned multiple objectives, the Board has formulated this Policy on board diversity to provide direction and guidance to the nomination and remuneration committee while identifying suitable candidates to at the board level as and when required.
The Company recognizes and embraces the benefits of having a diverse Board that possesses the balance of skills, experience, expertise, and diversity of perspectives appropriate to the requirements of the businesses of the Company. The Company believes increasing diversity at Board level as an essential element in maintaining a competitive advantage. A truly diverse Board will include and make good use of differences in the skills, regional and industry experience, background, race, gender and other distinctions between directors. These differences will be considered in determining the optimum composition of the Board and when possible should be balanced appropriately.
In the process of attaining, a diverse Board based on the aforementioned criteria, the following criteria needs to be assessed:
- The Board shall have an optimum combination of executive and non-executive directors and not less than fifty percent of the Board of Directors comprising non-executive directors.
- At least half of the Board should comprise of independent directors’ (where the Chairman of the Board is executive) or at least one third of the Board consisting of independent directors (where the Chairman of the Board is non-executive). In any case, the company should strive to ensure that the number of independent directors do not fall below 3 (three) so as to enable the Board to function smoothly and effectively.
- The Company shall have at least one women director on the Board to ensure that there is no gender inequality on the Board.
- Appointment of directors to the Board of the Company should be based on the specific needs and business of the Company. Appointments should be done based on the qualification, knowledge, experience and skill of the proposed appointee which is relevant to the business of the Company.
- Knowledge of and experience in domain areas such as Retail industry, Core Banking and finance, corporate, investment banking, legal, risk, management, etc., should be duly considered while making appointments to the Board level.
- While appointing independent director, care should be taken as to the independence of the proposed appointee.
- Directorships in other companies may also be taken into account while determining the candidature of a person.
Role of nomination and remuneration committee
The Nomination and Remuneration Committee (‘NRC’) of the Company shall review and assess Board composition on behalf of the Board and shall recommend to the Board, the appointment of new directors based on their qualification, positive attributes and independence.
In reviewing Board composition, NRC will consider the benefits of all aspects of diversity including, but not limited to, those described above, in order to enable it to discharge its duties and responsibilities effectively.
Review of the policy
The NRC will review the policy annually, which will include an assessment of the effectiveness of the policy.
The NRC will discuss any revision that may be required and recommend any such revisions to the Board for approval.