Governance
Board’s role The Board of Directors clearly understands the business dynamics and environment under which the Company operates, and the challenges and opportunities associated with the business operations. They provide guidance, oversight, and strategic direction to management. Business strategies are presented to the Board on an annual basis. The Board always acts in good faith, with due diligence and care, and in the best interests of the shareholders.
Accountability and transparency The Board commits to providing reliable and comprehensive financial and non-financial reporting, accompanied by a robust feedback mechanism. To ensure the best interests of our stakeholders, we align with best practices relating to disclosures, subject to internal and/or external assurance and governance procedures.
We uphold the highest ethical standards and remain committed to achieving sustainable and profitable growth. Our efficient risk management framework ensures that we can navigate market vagaries smoothly while our strong governance practices guarantee effective internal control over processes and reliable reporting of our performance.
Board committees The Committees constituted by the Board play an important role in the governance, focus on specific areas, and make informed decisions within the delegated authority. 1. Audit and Risk Committee 2. Nomination and Remuneration Committee 3. Corporate Social Responsibility and Environmental, Social and Governance Committee Board meetings The Board meets at least once a quarter to review the quarterly results and other items on the agenda. Additional meetings are held when necessary. During the financial year, the Board meetings were held physically / through videoconferencing (VC), in accordance with provisions of the Companies Act, 2013 read with applicable rules made thereunder. As the Board being represented by independent directors from various parts of the world, it may not be possible for all of them to be physically present at all meetings. Hence, we provide video / teleconferencing facilities to enable their participation.
Meeting of independent directors To ensure fair judgment and decisions, independent directors must meet without executive management. Schedule IV of the Companies Act, 2013 and the Rules thereunder mandate that the independent directors of the Company shall hold at least one meeting in a financial year, without the attendance of non-independent directors and members of the Management. During the year, the independent directors met once. At these meetings, independent directors review company performance, risks, information flow, competition, strategy, leadership, governance, compliance, board changes, succession planning, HR issues, and the performance of executive members and the Chairman.
essentially about meeting our strategic goals responsibly and transparently while being accountable to our stakeholders.
We believe sound corporate governance is the bedrock of a sustainable and commercially successful business. Our culture of corporate governance goes long back, and it is
Governance structure
Board of directors Responsible for Corporate Governance, provides strategic guidance and maintains oversight on the functioning of the company
Board committee Acts in accordance with the terms of reference that require focused attention
Leadership team Ensures effective
implementation of policy related decisions taken by Board / Committees and provides updates regularly
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Fractal Analytics Limited | Annual Report 2023-24
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