BOARD DIVERSITY POLICY

April 1, 2014

 

In accordance with the provisions of Regulation 19(4) read with Part D of Schedule II to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”), the Company has framed a formal policy on Board diversity which sets out a framework to promote diversity on Company’s Board of Directors (the ‘Board’).

2.         SCOPE

This Policy applies to the Board. It does not apply to employees generally.

3.         POLICY STATEMENT

Atcom Technologies Limited recognizes and embraces the importance of a diverse Board in its success. The Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will ensure that the company retains its competitive advantage.

Atcom Technologies Limited believes that a diverse Board will contribute to the achievement of its strategic and commercial objectives, including to:

drive business results;

make corporate governance more effective;

enhance quality and responsible decision making capability;

ensure sustainable development; and

enhance the reputation of the company.

The Nomination and Remuneration Committee (‘Committee’) is responsible for reviewing and assessing the composition and performance of the Board, as well as identifying appropriately qualified persons to occupy Board positions.

While all appointments to the Board will continue to be made on merit, the Committee will consider the benefits of diversity (including but not limited to the attributes listed above) in identifying and recommending persons for Board membership, as well as in evaluating the Board and its individual members.

Further, the Committee will ensure that no person is discriminated against on grounds of religion, race, gender, pregnancy, childbirth or related medical conditions, national origin or ancestry, marital status, age, sexual orientation, or any other personal or physical attribute which does not speak to such person’s ability to perform as a Board member

Accordingly, the Committee shall:

assess the appropriate mix of diversity, skills, experience and expertise required on the Board and assess the extent to which the required skills are represented on the Board,

make recommendations to the Board in relation to appointments, and maintain an appropriate mix of diversity, skills, experience and expertise on the Board, and

periodically review and report to the Board requirements, if any, in relation to diversity on the Board.

The Board shall have an optimum combination of executive, non-executive and independent directors in accordance with requirements of the Articles of Association, the Companies Act, 2013, Listing Agreement and the statutory, regulatory and contractual obligations of Atcom technologies limited.

The effective implementation of this Policy requires that shareholders are able to judge for themselves whether the Board as constituted is adequately diverse. To this end, Atcom technologies shall continue to provide sufficient information to shareholders about the size, qualifications and characteristics of each Board member.

4.         RESPONSIBILITY AND REVIEW

The Nomination Committee will conduct an annual review of this Policy (which will include a review of the effectiveness of the policy), discuss any required changes with the Board and ensure that any revisions to this policy are approved by the Board

5.           DISCLOSURE / REPORTING

The Board will ensure that appropriate disclosures are made in the Annual Report regarding Board Diversity.

6.         GOVERNANCE

This Policy can be changed, modified or abrogated at any time by the Board of Directors of the Company.

The Policy is effective with immediately effect

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