Amal Ltd 2019-20

Amal Ltd | Annual Report 2019-2020 2.1.7 Others: i) Acting on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the Company and the shareholders ii) Aligning remuneration of the key executives and the Board Members with the long-term interests of the Company and the shareholders iii) Applying high ethical standards iv) Assigning sufficient number of the Non-executive Board Members capable of exercising independent judgement to items where there is a potential for conflict of interest v) Assisting the Executive Management by challenging the assumptions underlying strategy, strategic initiatives (such as acquisitions), risk appetite, exposures and the key areas of focus of the Company vi) Encouraging training of the Directors on a continuous basis to ensure that the Board Members are kept up-to-date vii) Exercising objective and independent judgement on corporate affairs viii) Facilitating the Independent Directors to perform their role effectively as the Board Members and also as the Members of Committees ix) Meeting the expectations of operational transparency of the stakeholders while maintaining confidentiality of information in order to foster a culture of good decision-making 2.2 Appointment and tenure 2|3 rd of the Directors (other than the Independent Directors) are rotational Directors. 1|3 rd of rotational Directors retire in every Annual General Meeting (AGM) and, if eligible, offer themselves for reappointment. The Managing Director is appointed by the Members for a period up to five years. 2.3 Composition, name, other directorships | committee memberships The Board comprises experts drawn from diverse fields | professions. At this time, it consists of six Members comprising five Non-executive Directors (three Independent and two Non-independent) and one Managing Director. The Independent Directors account for not less than 50% of the strength of the Board, as against minimum requirement of 50% as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Regulations) and 33.33% as per the Companies Act, 2013. The Independent Directors fulfil the conditions specified in the Regulations and are independent of the Management. The Board has identified following skills | expertise | competence required by the Board of Directors in the context of the business(es) and sectors of the Company to function effectively and those actually available with it: