Corporate Governance Report - Reliance Industries Limited
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Corporate Overview Management Review Governance 180-273 Financial Statements Notice
196 Reliance Industries Limited • Making Life Better. For Everyone.
Corporate Governance Report
K. Sethuraman
“Good governance, keeping the values and ethics on top is DNA of Reliance. Our
commitment to Corporate Governance goes beyond compliance with regulatory
requirements. We have implemented several best governance practices. Our
aspiration is to be the most admired, innovative and value generating organisation
for all our stakeholders and our governance system is embedded with it.”
Statement on Company’s Philosophy on Code
“Between my past, the present and the of Governance
future, there is one common factor:
Corporate Governance encompasses a set of systems
Relationship and Trust. This is the DQGSUDFWLFHVWRHQVXUHWKDWWKH&RPSDQ\pVDƪDLUVDUH
foundation of our growth.” being managed in a manner which ensures accountability,
transparency and fairness in all transactions in the widest
Founder Chairman sense. The objective is to meet stakeholders’ aspirations
Shri Dhirubhai H. Ambani and societal expectations. Good governance practices
stem from the dynamic culture and positive mindset of the
This report is prepared in accordance with the provisions organisation. We are committed to meet the aspirations of
of the Securities and Exchange Board of India (Listing all our stakeholders. This is demonstrated in shareholder
Obligations and Disclosure Requirements) Regulations, returns, high credit ratings, awards & recognitions,
2015 (‘Listing Regulations’), and the report contains the governance processes and an entrepreneurial performance
details of Corporate Governance systems and processes at focused work environment. Additionally, our customers have
Reliance Industries Limited (RIL). EHQHƬWHGIURPKLJKTXDOLW\SURGXFWVGHOLYHUHGDWH[WUHPHO\
competitive prices.
At RIL, Corporate Governance is all about maintaining a
valuable relationship and trust with all stakeholders. We The essence of Corporate Governance lies in promoting
consider stakeholders as partners in our success, and we and maintaining integrity, transparency and accountability
remain committed to maximising stakeholders’ value, be it in the management’s higher echelons. The demands of
shareholders, employees, suppliers, customers, investors, Corporate Governance require professionals to raise their
communities or policy makers. This approach to value competence and capability levels to meet the expectations
creation emanates from our belief that sound governance LQPDQDJLQJWKHHQWHUSULVHDQGLWVUHVRXUFHVHƪHFWLYHO\
system, based on relationship and trust, is integral to with the highest standards of ethics. It has thus become
FUHDWLQJHQGXULQJYDOXHIRUDOO:HKDYHDGHƬQHGSROLF\ crucial to foster and sustain a culture that integrates all
framework for ethical conduct of businesses. We believe that components of good governance by carefully balancing
any business conduct can be ethical only when it rests on the complex inter-relationship among the Board of
the six core values viz. Customer Value, Ownership Mindset, Directors, Board Committees, Finance, Compliance and
Respect, Integrity, One Team and Excellence. Assurance teams, Auditors and the senior management.
2XUHPSOR\HHVDWLVIDFWLRQLVUHƮHFWHGLQWKHVWDELOLW\RIRXUIntegrated Annual Report 2017–18 Corporate Governance Report 197
senior management, low attrition across various levels and We believe, Corporate Governance is not just a destination,
substantially higher productivity. Above all, we feel honoured but a journey to constantly improve sustainable value
to be integral to India’s social development. Details of several creation. It is an upward-moving target that we collectively
such initiatives are available in the Report on Corporate strive towards achieving. Our multiple initiatives towards
Social Responsibility. maintaining the highest standards of governance are
detailed in this report.
At RIL, we believe that as we move closer towards our
aspirations of being a global corporation, our Corporate $SSURSULDWH*RYHUQDQFH6WUXFWXUHZLWKGHƬQHG
Governance standards must be globally benchmarked. Roles and Responsibilities
Therefore, we have institutionalised the right building The Company has put in place an internal governance
blocks for future growth. The building blocks will ensure VWUXFWXUHZLWKGHƬQHGUROHVDQGUHVSRQVLELOLWLHVRIHYHU\
that we achieve our ambition in a prudent and sustainable constituent of the system. The Company’s shareholders
manner. RIL not only adheres to the prescribed Corporate appoint the Board of Directors, which in turn governs the
Governance practices as per the Listing Regulations, but is Company. The Board has established seven Committees
also committed to sound Corporate Governance principles WRGLVFKDUJHLWVUHVSRQVLELOLWLHVLQDQHƪHFWLYHPDQQHU7KH
and practices. It constantly strives to adopt emerging best Chairman and Managing Director (CMD) provides overall
practices being followed worldwide. It is our endeavour to direction and guidance to the Board. In the operations
achieve higher standards and provide oversight and guidance and functioning of the Company, the CMD is assisted
to the management in strategy implementation, risk by four Executive Directors and a core group of senior
PDQDJHPHQWDQGIXOƬOPHQWRIVWDWHGJRDOVDQGREMHFWLYHV level executives. The CMD is responsible for corporate
strategy, brand equity, planning, external contacts and all
Over the years, we have strengthened governance practices. management matters.
7KHVHSUDFWLFHVGHƬQHWKHZD\EXVLQHVVLVFRQGXFWHGDQG
value is generated. Stakeholders’ interests are taken into The Chairman of the Board (‘the Chairman’) is the leader of
account, before making any business decision. RIL has the the Board. The Chairman is responsible for fostering and
distinction of consistently rewarding its shareholders for promoting the integrity of the Board while nurturing a culture
IRXUHYHQWIXOGHFDGHVIURPLWVƬUVW,326LQFHWKHQ5,/KDV where the Board works harmoniously for the long-term
moved from one big idea to another and these milestones EHQHƬWRIWKH&RPSDQ\DQGDOOLWVVWDNHKROGHUV7KH&KDLUPDQ
continue to fuel its relentless pursuit of ever-higher goals. JXLGHVWKH%RDUGIRUHƪHFWLYHJRYHUQDQFHVWUXFWXUHLQWKH
Company.
On standalone basis, we have grown by a Compounded
Annual Growth Rate (CAGR) of Revenues 23.5%, Earnings The Chairman takes a lead role in managing the Board and
Before Interest Tax Depreciation and Amortisation IDFLOLWDWLQJHƪHFWLYHFRPPXQLFDWLRQDPRQJ'LUHFWRUV
(%,7'$ DQG1HW3URƬW7KHƬQDQFLDO The Chairman is responsible for matters pertaining to
markets have endorsed our sterling performance and the governance, including the organisation and composition
market capitalisation has increased by CAGR of 31.4% of the Board, the organisation and conduct of Board
during the same period. In terms of distributing wealth PHHWLQJVHƪHFWLYHQHVVRIWKH%RDUGFRPPLWWHHVDQG
to our shareholders, apart from having a track record of LQGLYLGXDO'LUHFWRUVLQIXOƬOOLQJWKHLUUHVSRQVLELOLWLHV7KH
uninterrupted dividend payout, we have also delivered Company Secretary assists the Chairman in management
consistent unmatched shareholder returns since listing. The of the Board’s administrative activities such as meetings,
result of our initiative is our ever widening reach and recall. schedules, agendas, communication and documentation.
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a consolidated present base of around 2.3 million. The Chairman actively works with the Human Resources,
Nomination and Remuneration Committee to plan
For decades, RIL is growing in step with India’s industrial and the Board and committees’ composition, induction of
economic development. The Company has helped transform directors to the Board, plan for directors’ succession and
the Indian economy with large projects and world-class provide constructive feedback and advice on performance
execution. The quest to help elevate India’s quality of life evaluation to directors.
continues and is unabated. It emanates from a fundamental
article of faith: ‘What is good for India is good for Reliance’.Corporate Overview Management Review Governance 180-273 Financial Statements Notice
198 Reliance Industries Limited • Making Life Better. For Everyone.
Board Leadership • 3ROLF\RQ'HWHUPLQDWLRQDQG'LVFORVXUHRI0DWHULDOLW\RI
A majority of the Board, i.e. 8 out of 14 Directors, are (YHQWVDQG,QIRUPDWLRQDQG:HE$UFKLYDO3ROLF\
Independent Directors. At RIL, it is our belief that an
• 'LYLGHQG'LVWULEXWLRQ3ROLF\
enlightened Board consciously creates a culture of
leadership to provide a long-term vision and policy approach
Audits and Internal Checks and Balances
to improve the quality of governance. The Board’s actions
65%& &R//3&KDUWHUHG$FFRXQWDQWVDQG'76
and decisions are aligned with the Company’s best interests.
Associates, Chartered Accountants, were appointed as
It is committed to the goal of sustainably elevating the
Auditors of the Company at the Annual General Meeting held
&RPSDQ\pVYDOXHFUHDWLRQ7KH&RPSDQ\KDVGHƬQHG
RQ-XO\IRUDWHUPRI ƬYH FRQVHFXWLYH\HDUV7KH
guidelines and an established framework for the meetings
&RPSDQ\KDVDQ,QWHUQDO$XGLW&HOOEHVLGHVH[WHUQDOƬUPV
of the Board and Committees. These guidelines seek to
acting as independent internal auditors that reviews internal
systematise the decision-making process at the
controls and operating systems and procedures. A dedicated
meetings of the Board and Committees in an informed and
Legal Compliance Cell ensures that the Company conducts
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its businesses with high standards of legal, statutory and
regulatory compliances. RIL has instituted a legal compliance
The Board critically evaluates the Company’s strategic
programme in conformity with the best international standards,
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supported by a robust online system that covers all businesses
agenda for the Board review inter alia include strategic review
of the Company and that of its subsidiaries. The purview of this
from each of the Committees, a detailed analysis and review
system includes various statutes, such as industrial and labour
of annual operating plans, capital allocation and budgets.
laws, taxation laws, corporate and securities laws and health,
Additionally, the Board reviews risks and risk mitigation
safety and environmental laws.
PHDVXUHVƬQDQFLDOUHSRUWVDQGEXVLQHVVUHSRUWVIURPHDFK
of the sector heads. Frequent and detailed interaction sets
At the heart of the processes is the extensive use of
the agenda and provides the strategic roadmap for the
technology. This ensures robustness and integrity of
Company’s future growth.
ƬQDQFLDOUHSRUWLQJDQGLQWHUQDOFRQWUROVDOORZVRSWLPDOXVH
and protection of assets, facilitates accurate and timely
Ethics / Governance Policies
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At RIL, we strive to conduct our business and strengthen
reports and ensures compliance with statutory laws,
RXUUHODWLRQVKLSVLQDPDQQHUWKDWLVGLJQLƬHGGLVWLQFWLYH
regulations and company policies.
and responsible. We adhere to ethical standards to ensure
integrity, transparency, independence and accountability in
Management Initiatives for Controls and Compliance
dealing with all stakeholders. Therefore, we have adopted
The Company has established the “Reliance Management
various codes and policies to carry out our duties in an ethical
System” (RMS) as part of its transformation agenda. RMS
manner. Some of these codes and policies are:
incorporates an integrated framework for managing risks
• Code of Conduct DQGLQWHUQDOFRQWUROV7KHLQWHUQDOƬQDQFLDOFRQWUROVKDYH
been documented, embedded and digitised in the business
• &RGHRI&RQGXFWIRU3URKLELWLRQRI,QVLGHU7UDGLQJ
processes. Internal controls are regularly tested for design,
• +HDOWK6DIHW\DQG(QYLURQPHQW +6( 3ROLF\ LPSOHPHQWDWLRQDQGRSHUDWLQJHƪHFWLYHQHVV
• 9LJLO0HFKDQLVPDQG:KLVWOHEORZHU3ROLF\
Best Corporate Governance Practices
• 3
ROLF\RQ0DWHULDOLW\RI5HODWHG3DUW\7UDQVDFWLRQVDQGRQ RIL maintains the highest standards of Corporate
GHDOLQJZLWK5HODWHG3DUW\7UDQVDFWLRQV Governance. It is the Company’s constant endeavour to
adopt the best Corporate Governance practices keeping in
• &RUSRUDWH6RFLDO5HVSRQVLELOLW\3ROLF\
view the international codes of Corporate Governance and
• 3ROLF\IRUVHOHFWLRQRI'LUHFWRUVDQGGHWHUPLQLQJ'LUHFWRUpV practices of well-known global companies. Some of the best
independence implemented global governance norms include the following:
• 5HPXQHUDWLRQ3ROLF\IRU'LUHFWRUV.H\0DQDJHULDO3HUVRQQHO • The Company has a designated Lead Independent Director
and other employees ZLWKDGHƬQHGUROH
• 3ROLF\IRUGHWHUPLQLQJ0DWHULDO6XEVLGLDULHV • $OOVHFXULWLHVUHODWHGƬOLQJVZLWK6WRFN([FKDQJHVDUH
reviewed every quarter by the Stakeholders’ Relationship
• &RGHRI3UDFWLFHVDQG3URFHGXUHVIRU)DLU'LVFORVXUHRI
Committee.
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• The Company has independent Committees for matters
• 3ROLF\IRU3UHVHUYDWLRQRI'RFXPHQWV
related to Corporate Governance and stakeholders’
interface and nomination of Board members.Integrated Annual Report 2017–18 Corporate Governance Report 199
• The Company’s internal audit is also conducted by 10. Social return on investment (SROI),
independent auditors.
11. The Global Recycle Standards (GRS) Version 3.0 for
• The Company undergoes quarterly secretarial compliance WUDFHDELOLW\RIƬEUHVDQG
FHUWLƬFDWLRQIURPDQLQGHSHQGHQWFRPSDQ\VHFUHWDU\ZKRLV
3ULPH0LQLVWHUpV2ƯFH 302 LQLWLDWLYHVIRU
in whole-time practice.
India / NITI Aayog.
Business Risk and Assurance Committees (BRACs)
Integrated Reporting
To have a better assessment of the business and functional
RIL has been at the forefront of adopting an integrated
ULVNVDQGWRPRQLWRUULVNPLWLJDWLRQHƪHFWLYHQHVVEDVHGRQULVN
thinking in the Company’s management approach. This
evaluation, the concept of BRACs was introduced comprising
DSSURDFKUHƮHFWVLQWKH&RPSDQ\pVEXVLQHVVPRGHOZKLFK
senior management personnel in the said committee.
stands on the foundation of value creation for all stakeholder
groups. While the model is designed to deliver superior
RIL’s Sustainability Reporting Journey
ƬQDQFLDOSHUIRUPDQFHLWDOVRHQVXUHVWKDWLQWKHSURFHVV
RIL has been publishing Sustainability Reports annually
WKHUHLVVLJQLƬFDQWDPRXQWRIYDOXHDGGLWLRQDFURVVWKH
since FY 2004-05 based on the Global Reporting Initiative’s
organisation’s value chain and its related stakeholder groups.
(GRI) reporting guidelines. For the last decade, the reports
have been GRI checked with an ‘A+’ application level.
5,/LVDƬUPEHOLHYHUWKDWWKHVXFFHVVRIDEXVLQHVVLVQRW
)XUWKHUPRUHWKH&RPSDQ\SXEOLVKHGLWVƬUVWVXVWDLQDELOLW\
PHUHO\GHƬQHGE\WKHƬQDQFLDOSHUIRUPDQFHRIWKH&RPSDQ\
report according to GRI Standards’ (including Oil and Gas
but also on how well it is able to meet its ambitions while
sector disclosures) ‘In accordance – Comprehensive’ option
maintaining the balance of the natural ecosystem and meeting
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the expectations of the people who are associated with it.
externally assured (Type II high level) indicating highest
Ensuring long-term societal value creation and propagating
level of comprehensive disclosures for GRI Standards. RIL
technological advancement are equally critical factors for
is also a member of World Business Council of Sustainable
the Company’s long-term sustainability. For years, RIL has
Development (WBCSD) and Global Reporting Initiative (GRI).
been living this philosophy and has based its business and
WBCSD’s “Reporting matters” 2015 & 2017 has recognized
investment decisions on this integrated approach.
RIL’s sustainability report as leading example of the best
practices. The reports are available at http://www.ril.com/
Taking one step further in this direction, RIL published its
Sustainability/CorporateSustainability.aspx
PDLGHQ,QWHJUDWHG$QQXDO5HSRUWLQWKH)Corporate Overview Management Review Governance 180-273 Financial Statements Notice
200 Reliance Industries Limited • Making Life Better. For Everyone.
2. Human Capital: Registrars and Transfer Agents, details of which are available
RIL’s focus is on creating an enabling work environment on the Company’s website. RIL ensures that complaints of its
which provides a platform to all its workers to learn and shareholders are responded to promptly. A comprehensive
grow. RIL is committed to creating a diverse workforce and informative shareholders’ referencer is available on the
and provides equal opportunity to all its employees. The website of the Company.
Company’s HR framework is working towards creating
a culture where employees are encouraged to drive Role of the Company Secretary in overall
performance while upholding the organisation’s value Governance Process
system. The Company Secretary plays a key role in ensuring that the
Board (including committees thereof) procedures are followed
3. Intellectual Capital: and regularly reviewed. The Company Secretary ensures that
The role of technology holds the key to unlocking value all relevant information, details and documents are made
across all dimensions. RIL has leveraged on its position as DYDLODEOHWRWKH'LUHFWRUVDQGVHQLRUPDQDJHPHQWIRUHƪHFWLYH
a smart buyer of technology in the past to evolve and build decision-making at the meetings. The Company Secretary
in-house capabilities to customise existing technologies is primarily responsible to assist and advice the Board in the
and develop new ones. The Company has built a FRQGXFWRIDƪDLUVRIWKH&RPSDQ\WRHQVXUHFRPSOLDQFHZLWK
VLJQLƬFDQWUHVRXUFHSRRODQGLVFRPPLWWHGWRHQKDQFHLWV applicable statutory requirements, to provide guidance to
HƪRUWVLQWKHIXWXUH directors and to facilitate convening of meetings. He interfaces
between the management and regulatory authorities for
4. Manufactured Capital: governance matters.
Over FY 2017-18, RIL has been able to successfully
FRPPLVVLRQWKHUHƬQHU\RƪJDVFUDFNHUSODQWDW Board of Directors
-DPQDJDU7KH'7$SHWFRNHJDVLƬFDWLRQKDVFRPPHQFHG
operations and is undergoing stabilisation activities, Board Composition and Category of Directors
which is aimed at utilising the bottom-of-the-barrel crude The Company’s policy is to maintain optimum combination
and contribute further to the nation’s energy security. of Executive and Non-Executive Directors. The composition
of the Board and category of Directors are as follows:
5. Financial Capital:
RIL retained its domestic credit ratings of “CRISIL AAA” Category Name of Directors
from CRISIL and “IND AAA” from India Ratings and an Promoter Directors Mukesh D. Ambani
investment grade rating for its international debt from (Chairman and Managing Director)
0RRG\pVDV%DDDQG%%%IURP6 35,/LVDEOHWRDFFHVV Nita M. Ambani
(Non-Executive, Non-Independent
FDSLWDOIURPGLYHUVLƬHGPDUNHWVDWFRPSHWLWLYHUDWHV
Director)
6. Social and Relationship Capital: Independent Mansingh L. Bhakta
RIL has worked alongside its varied stakeholder groups DirectorsIntegrated Annual Report 2017–18 Corporate Governance Report 201
Selection of Independent Directors • To liaise between the Chairman and Managing Director, the
Considering the requirement of skill sets on the Board, Management and the Independent Directors
eminent people having an independent standing in their
• To preside over meetings of the Board and Shareholders
UHVSHFWLYHƬHOGSURIHVVLRQDQGZKRFDQHƪHFWLYHO\
when the Chairman and Managing Director is not present, or
contribute to the Company’s business and policy decisions
where he is an interested party
are considered by the Human Resources, Nomination and
Remuneration Committee, for appointment, as Independent • To perform such other duties as may be delegated to the
Director on the Board. The Committee, inter alia, considers Lead Independent Director by the Board / Independent
TXDOLƬFDWLRQSRVLWLYHDWWULEXWHVDUHDRIH[SHUWLVHDQG Directors
number of Directorship(s) and Membership(s) held in
various committees of other companies by such persons Meetings of Independent Directors
LQDFFRUGDQFHZLWKWKH&RPSDQ\pV3ROLF\IRU6HOHFWLRQRI The Company’s Independent Directors met three times
Directors and determining Directors’ independence. The GXULQJWKHƬQDQFLDO\HDUZLWKRXWWKHSUHVHQFHRI
Board considers the Committee’s recommendation, and Executives. Such meetings were conducted to enable the
takes appropriate decision. Independent Directors to discuss matters pertaining to
WKH&RPSDQ\pVDƪDLUVDQGSXWIRUWKWKHLUYLHZVWRWKH/HDG
(YHU\,QGHSHQGHQW'LUHFWRUDWWKHƬUVWPHHWLQJRIWKH%RDUG Independent Director. The Lead Independent Director
in which he participates as a Director and thereafter at the takes appropriate steps to present Independent Directors’
ƬUVWPHHWLQJRIWKH%RDUGLQHYHU\ƬQDQFLDO\HDUJLYHVD views to the Chairman and Managing Director.
declaration that he meets the criteria of independence as
provided under the law. Code of Conduct
The Company has in place a comprehensive Code of
Familiarisation Programmes for Board Members Conduct (‘the Code’) applicable to the Directors and
The Board members are provided with necessary documents employees. The Code is applicable to Non-Executive
/ brochures, reports and internal policies to enable them to Directors including Independent Directors to such an extent
familiarise with the Company’s procedures and practices. as may be applicable to them depending on their roles and
responsibilities. The Code gives guidance and support
3HULRGLFSUHVHQWDWLRQVDUHPDGHDWWKH%RDUGDQG needed for ethical conduct of business and compliance of
Committee meetings on business and performance updates ODZ7KH&RGHUHƮHFWVWKHFRUHYDOXHVRIWKH&RPSDQ\YL]
of the Company, global business environment, business Customer Value, Ownership Mindset, Respect, Integrity,
strategy and risks involved. Detailed presentations on the One Team and Excellence.
Company’s business segments are made at the separate
meetings of the Independent Directors from time to time. A copy of the Code has been put up on the Company’s
website and can be accessed at http://www.ril.com/
Quarterly updates on relevant statutory, regulatory changes DownloadFiles/IRStatutory/Code-of-Conduct.pdf The
and landmark judicial pronouncements encompassing Code has been circulated to Directors and Management
important laws are regularly circulated to the Directors. 3HUVRQQHODQGLWVFRPSOLDQFHLVDƯUPHGE\WKHPDQQXDOO\
Site visits to various plant locations are organised for the
Independent Directors to enable them to understand and A declaration signed by the Company’s Chairman and
acquaint with the operations of the Company. Managing Director is published in this Report.
The details of such familiarisation programmes for Succession Planning
Independent Directors are put up on the Company’s The Human Resources, Nomination and Remuneration
website and can be accessed at http://www.ril.com/ Committee believes that sound succession plans for the
InvestorRelations/Downloads.aspx senior leadership are very important for creating a robust
future for the Company. The Committee works along with
Lead Independent Director the Human Resource team of the Company for a proper
The Company’s Board of Directors has designated leadership succession plan.
Shri Mansingh L. Bhakta as the Lead Independent Director
way back in October 2005. The Lead Independent Director’s Performance Evaluation criteria for Directors
role is: The Human Resources, Nomination and Remuneration
Committee has devised a criteria for evaluation of the
• To preside over all meetings of Independent Directors
performance of the Directors including Independent
• 7RHQVXUHWKHUHLVDQDGHTXDWHDQGWLPHO\ƮRZRI Directors. The said criteria provides certain parameters
information to Independent Directors like attendance, acquaintance with business, communicate
inter se ERDUGPHPEHUVHƪHFWLYHSDUWLFLSDWLRQGRPDLQCorporate Overview Management Review Governance 180-273 Financial Statements Notice
202 Reliance Industries Limited • Making Life Better. For Everyone.
knowledge, compliance with code of conduct, vision and The Company’s various business heads / service heads
strategy, benchmarks established by global peers etc., which are advised to schedule their work plans well in advance,
is in compliance with applicable laws, regulations particularly with regard to matters requiring discussion
and guidelines. / approval / decision at Board / Committee meetings.
Such matters are communicated by them to the Company
'LUHFWRUVp3URƬOH Secretary in advance so that they are included in the agenda
A brief resume of Directors, nature of their expertise in for Board / Committee meetings.
VSHFLƬFIXQFWLRQDODUHDVDQGQDPHVRIFRPSDQLHVLQZKLFK
they hold Directorship(s), Membership(s) / Chairmanship(s) The Board is given presentations covering Finance, Sales,
of Committees are put up on the Company’s website and Marketing, the Company’s major business segments and
can be accessed at http://www.ril.com/OurCompany/ their operations, overview of business operations of major
Leadership/BoardOfDirectors.aspx subsidiary companies, global business environment, the
Company’s business areas, including business opportunities
Board Meetings, Committee Meetings and strategy and risk management practices in addition to
and Procedures DSSURYLQJ&RPSDQ\pVƬQDQFLDOUHVXOWV
Institutionalised decision-making process The Chairman of the Board and Company Secretary, in
The Board of Directors is the apex body constituted consultation with other concerned members of the
by shareholders for overseeing the Company’s overall VHQLRUPDQDJHPHQWƬQDOLVHWKHDJHQGDIRU%RDUG
functioning. The Board provides and evaluates the Committee meetings.
Company’s strategic direction, management policies and
WKHLUHƪHFWLYHQHVVDQGHQVXUHVWKDWVKDUHKROGHUVp The agenda and notes on agenda are circulated to Directors
long-term interests are being served. LQDGYDQFHDQGLQWKHGHƬQHGDJHQGDIRUPDW$OOPDWHULDO
information is incorporated in the agenda for facilitating
The Board has constituted seven Committees, viz. meaningful and focused discussions at the meeting. Where
Audit Committee, Human Resources, Nomination and it is not practicable to attach any document to the agenda,
Remuneration Committee, Stakeholders’ Relationship LWLVWDEOHGEHIRUHWKHPHHWLQJZLWKVSHFLƬFUHIHUHQFH
Committee, Corporate Social Responsibility and Governance WRWKLVHƪHFWLQWKHDJHQGD,QVSHFLDODQGH[FHSWLRQDO
Committee, Risk Management Committee, Health, Safety circumstances, additional or supplementary item(s) on the
and Environment Committee and Finance Committee. agenda are permitted.
The Board is authorised to constitute additional functional
Committees, from time to time, depending on All Board and Committee meetings’ agenda papers are
business needs. disseminated electronically on a real-time basis, by
XSORDGLQJWKHPRQDVHFXUHGRQOLQHDSSOLFDWLRQVSHFLƬFDOO\
The Company’s internal guidelines for Board / Committee designed for this purpose, thereby eliminating circulation of
meetings facilitate decision-making process at its meetings printed agenda papers.
LQDQLQIRUPHGDQGHƯFLHQWPDQQHU7KHIROORZLQJ
sub-sections deal with the practice of these guidelines Recording Minutes of Proceedings at Board and
at RIL. Committee Meetings
The Company Secretary records minutes of proceedings
Scheduling and Selection of Agenda items for Board of each Board and Committee meeting. Draft minutes
and Committee Meetings are circulated to Board / Committee members for their
0LQLPXPƬYHSUHVFKHGXOHG%RDUGPHHWLQJVDUHKHOG comments as prescribed under Secretarial Standard-1. The
annually. Additional Board meetings are convened to address minutes are entered in the Minutes Book within 30 days from
WKH&RPSDQ\pVVSHFLƬFQHHGV,QFDVHRIEXVLQHVVH[LJHQFLHV the conclusion of the meeting.
or urgency, resolutions are passed by circulation. The
Board notes compliance reports of all laws applicable to the Post Meeting follow-up Mechanism
Company, every quarter. The guidelines for Board / Committee meetings facilitate
DQHƪHFWLYHSRVWPHHWLQJIROORZXSUHYLHZDQGUHSRUWLQJ
7KHPHHWLQJVDUHKHOGDWWKH&RPSDQ\pVRƯFHDW0DNHU process for decisions taken by the Board and
&KDPEHUV,91DULPDQ3RLQW0XPEDLDQGPDMRU Committees thereof.
plant locations as decided by the Board.Integrated Annual Report 2017–18 Corporate Governance Report 203
Important decisions taken at Board / Committee meetings Number of Board Meetings
are communicated promptly to the concerned departments Six Board meetings were held during the year, as against the
/ divisions. Action taken report on decisions / minutes of the minimum requirement of four meetings. The details of Board
previous meeting(s) is placed at the succeeding meeting of meetings held are given below:
the Board / Committees for noting.
Date Board Strength No. of Directors Present
Compliance April 24, 2017 14 14
The Company Secretary, while preparing the agenda, notes July 20, 2017 14 14
on agenda and minutes of the meeting(s), is responsible for July 21, 2017 14 14
and is required to ensure adherence to all applicable laws and October 13, 2017 14 14
regulations, including the Companies Act, 2013 read with rules January 19, 2018 14 14
issued thereunder, Listing Regulations and Secretarial Standards March 23, 2018 14 14
issued by the Institute of Company Secretaries of India.
Attendance of Directors at Board Meetings, last Annual General Meeting and number of other
Directorship(s) and Chairmanship(s) / Membership(s) of Committees of each Director in various
Companies:
Name of the Director Attendance at meetings No. of other No. of Membership(s) / Chairmanship(s) of
during 2017-18 Directorship(s) as Committees in other Companies as on 31-03-2018
on 31-03-2018
Board AGM (1) (2)
Mukesh D. Ambani Yes 5 Nil
Mansingh L. Bhakta Yes Nil NilCorporate Overview Management Review Governance 180-273 Financial Statements Notice
204 Reliance Industries Limited • Making Life Better. For Everyone.
COMMITTEES
Details of the Committees and other related information are provided hereunder:
Composition of Committees of the Company
Audit Committee Human Resources, Nomination and Remuneration Committee
1. Yogendra P. Trivedi 1. Adil Zainulbhai
Independent Director Independent Director
(Chairman of the Committee) (Chairman of the Committee)
2. Dr. Raghunath A. Mashelkar 2. Yogendra P. Trivedi
Independent Director Independent Director
3. Adil Zainulbhai 3. Dr. Raghunath A. Mashelkar
Independent Director Independent Director
4. Raminder Singh Gujral 4. Raminder Singh Gujral
Independent Director Independent Director
5. Dr. Shumeet Banerji
Independent Director
Stakeholders’ Relationship Committee Corporate Social Responsibility and Governance Committee
1. Yogendra P. Trivedi 1. Yogendra P. Trivedi
Independent Director Independent Director
(Chairman of the Committee) (Chairman of the Committee)
2. Nikhil R. Meswani 2. Nikhil R. Meswani
Executive Director Executive Director
3. Hital R. Meswani 3. Dr. Raghunath A. Mashelkar
Executive Director Independent Director
4. Prof. Ashok Misra 4. Dr. Shumeet Banerji
Independent Director Independent Director
Risk Management Committee Health, Safety and Environment Committee
1. Adil Zainulbhai 1. Hital R. Meswani
Independent Director Executive Director
(Chairman of the Committee) (Chairman of the Committee)
2. Hital R. Meswani 2. P. M. S. Prasad
Executive Director Executive Director
3. P. M. S. Prasad 3. Pawan Kumar Kapil
Executive Director Executive Director
4. Alok Agarwal 4. Prof. Ashok Misra
&KLHI)LQDQFLDO2ƯFHU Independent Director
5. Srikanth Venkatachari 5. Dr. Raghunath A. Mashelkar
-RLQW&KLHI)LQDQFLDO2ƯFHU Independent Director
Finance Committee
1. Mukesh D. Ambani
Chairman and Managing Director (Chairman of the Committee)
2. Nikhil R. Meswani
Executive Director
3. Hital R. Meswani
Executive Director
.6HWKXUDPDQ*URXS&RPSDQ\6HFUHWDU\DQG&KLHI&RPSOLDQFH2ƯFHULVWKH6HFUHWDU\RIDOOWKH&RPPLWWHHVIntegrated Annual Report 2017–18 Corporate Governance Report 205
Meetings of Committees held during the year and Directors’ Attendance:
Committees of the Audit Human Corporate Stakeholders’ Health, Finance Risk
Company Committee Resources, Social Relationship Safety and Committee Management
Nomination Responsibility Committee Environment Committee
and and (HSE)
Remuneration Governance Committee
(HRNR) (CSR&G)
Committee Committee
Meetings held 11 4 4 5 4 19 5
Directors’ Attendance
Mukesh D. Ambani NA NA NA NA NA 19 NA
Mansingh L. Bhakta NA NA NA NA NA NA NACorporate Overview Management Review Governance 180-273 Financial Statements Notice
206 Reliance Industries Limited • Making Life Better. For Everyone.
(c) major accounting entries involving estimates based on • To look into the reasons for substantial defaults, in the
the exercise of judgment by management; payment to the depositors, debenture holders, shareholders
(in case of non-payment of declared dividend) and creditors.
G VLJQLƬFDQWDGMXVWPHQWVPDGHLQWKHƬQDQFLDO
VWDWHPHQWVDULVLQJRXWRIDXGLWƬQGLQJV • (a) To review the functioning of the Whistle-blower
mechanism;
(e) compliance with listing and other legal requirements
UHODWLQJWRƬQDQFLDOVWDWHPHQWV (b) To oversee the vigil mechanism
(f) disclosure of any related party transactions; • $
SSURYDORIDSSRLQWPHQWRI&KLHI)LQDQFLDO2ƯFHUDIWHU
DVVHVVLQJTXDOLƬFDWLRQVH[SHULHQFHDQGEDFNJURXQGHWFRI
J PRGLƬHGRSLQLRQ V LQWKHGUDIWDXGLWUHSRUW
the candidate.
• 5HYLHZLQJZLWKWKHPDQDJHPHQWWKHTXDUWHUO\ƬQDQFLDO
• Mandatorily review the following:
statements before submission to the Board for approval.
D 0
DQDJHPHQW'LVFXVVLRQDQG$QDO\VLVRIƬQDQFLDO
• Reviewing, with the management, the statement of uses /
condition and results of operations;
application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of E 6
WDWHPHQWRIVLJQLƬFDQWUHODWHGSDUW\WUDQVDFWLRQV
funds utilised for the purposes other than those stated DVGHƬQHGE\WKH$XGLW&RPPLWWHH VXEPLWWHGE\
LQWKHRƪHUGRFXPHQWSURVSHFWXVQRWLFHDQGWKH management;
report submitted by the monitoring agency monitoring
(c) Management letters / letters of internal control
the utilisation of proceeds of a public or rights issue, and
weaknesses issued by the statutory auditors;
making appropriate recommendations to the Board to take
up steps in this matter. (d) Internal audit reports relating to internal control
weaknesses;
• Reviewing and monitoring the auditor’s independence and
SHUIRUPDQFHDQGHƪHFWLYHQHVVRIDXGLWSURFHVV (e) The appointment, removal and terms of
remuneration of the chief internal auditor;
• $SSURYDORUDQ\VXEVHTXHQWPRGLƬFDWLRQRIWUDQVDFWLRQV
with related parties of the Company. (f) Statement of deviations:
• Scrutiny of inter-corporate loans and investments. (i) quarterly statement of deviation(s) including
report of monitoring agency, if applicable,
• Valuation of undertakings or assets of the Company,
submitted to stock exchanges(s) in terms of
wherever it is necessary.
Regulation 32(1) of the Listing Regulations.
• (YDOXDWLRQRILQWHUQDOƬQDQFLDOFRQWUROVDQGULVN
(ii) annual statement of funds utilised for purpose
management systems.
RWKHUWKDQWKRVHVWDWHGLQWKHRƪHUGRFXPHQW
• (a) Reviewing, with the management, performance of / prospectus in terms of Regulation 32(7) of the
statutory and internal auditors; Listing Regulations.
(b) Reviewing, with the management, adequacy of the • 5HYLHZLQJƬQDQFLDOVWDWHPHQWVLQSDUWLFXODUWKHLQYHVWPHQWV
internal control systems. made by the Company’s unlisted subsidiaries.
• Reviewing the adequacy of internal audit function, if any, • 1RWHUHSRUWRIFRPSOLDQFHRƯFHUDVSHU6(%, 3URKLELWLRQRI
including the structure of internal audit department, Insider Trading) Regulation, 2015.
VWDƯQJDQGVHQLRULW\RIWKHRƯFLDOKHDGLQJWKHGHSDUWPHQW
• Formulating the scope, functioning, periodicity of and
reporting structure coverage and frequency of internal audit.
methodology for conducting the internal audit.
• 'LVFXVVLRQZLWKLQWHUQDODXGLWRUVRIDQ\VLJQLƬFDQWƬQGLQJV
• Annual performance evaluation of the Committee
and follow up there on.
• Review show cause, demand, prosecution notice(s) and
• 5HYLHZLQJWKHƬQGLQJVRIDQ\LQWHUQDOLQYHVWLJDWLRQVE\WKH
penalty notice(s), which are materially important.
internal auditors into matters where there is suspected fraud
or irregularity or a failure of internal control systems of a • 5HYLHZDQ\PDWHULDOGHIDXOWLQƬQDQFLDOREOLJDWLRQVWRDQGE\
material nature and reporting the matter to the Board. the listed entity, or substantial non-payment for goods sold
by the Company.
• Discussion with statutory auditors before the audit
commences, about the nature and scope of audit as well as • Review any issue, which involves possible public or product
post audit discussion to ascertain any area of concern. liability claims of substantial nature, including any judgement
or order which may have passed strictures on the conduct ofIntegrated Annual Report 2017–18 Corporate Governance Report 207
the listed entity or taken an adverse view regarding another Terms of Reference of the Committee inter alia include the
enterprise that may have negative implications on the following
Company. • )RUPXODWLRQRIWKHFULWHULDIRUGHWHUPLQLQJTXDOLƬFDWLRQV
positive attributes and independence of a Director,
• Review details of joint venture or collaboration agreement.
and recommend to the Board a policy, relating to the
• Review sale of investments, subsidiaries, assets which are UHPXQHUDWLRQRIWKH'LUHFWRUV.H\0DQDJHULDO3HUVRQQHODQG
material in nature and not in normal course of business. other Employees.
• Review quarterly details of foreign exchange exposures and • Formulation of the criteria for evaluation of performance of
the steps taken by management to limit the risks of adverse Independent Directors and the Board.
exchange rate movement, if material.
• Devising a policy on Board Diversity.
• To carry out any other function as is mandated by the
• ,GHQWLI\LQJSHUVRQVZKRDUHTXDOLƬHGWREHFRPH'LUHFWRUV
Board from time to time and / or enforced by any statutory
and who may be appointed in senior management in
QRWLƬFDWLRQDPHQGPHQWRUPRGLƬFDWLRQVDVPD\EH
accordance with the criteria laid down and to recommend to
applicable.
the Board their appointment and / or removal.
General • Consider extension or continuation of the term of
The representatives of Statutory Auditors are permanent appointment of the independent directors on the basis of the
invitees to the Audit Committee meetings. The representatives report of performance evaluation of Independent Directors.
of Statutory Auditors, Executives from Accounts department,
• 6SHFLI\LQJWKHPDQQHUIRUHƪHFWLYHHYDOXDWLRQRI
Finance department, Corporate Secretarial department
performance of Board, its Committees and Individual
and Internal Audit department attend the Audit Committee
Directors and review its implementation and compliance.
meetings. The Cost Auditors attend the Audit Committee
meeting where cost audit report is discussed. The due date for • Review human resource policies and overall human resources
ƬOLQJWKHFRVWDXGLWUHSRUWLQ;%5/PRGHIRUWKHƬQDQFLDO\HDU of the Company.
ended March 31, 2017 was August 19, 2017 and the cost audit
• Recommend / review remuneration of the Managing
UHSRUWZDVƬOHGE\WKH&RPSDQ\RQ$XJXVW7KHFRVW
Director(s) and Whole-time Director(s) based on their
DXGLWUHSRUWRIWKH&RPSDQ\IRUƬQDQFLDO\HDUHQGHG
SHUIRUPDQFHDQGGHƬQHGDVVHVVPHQWFULWHULD
0DUFKZLOOEHƬOHGZLWK&HQWUDO*RYHUQPHQWRQRU
before the due date as prescribed under Companies Act, 2013. • Administer, monitor and formulate detailed terms and
conditions of the Employees’ Stock Option Scheme.
The Internal Auditor reports directly to the
• Annual performance evaluation of the Committee.
Audit Committee.
• Review the information on recruitment and remuneration
The Chairman of the Audit Committee was present at the RIVHQLRURƯFHUVMXVWEHORZWKHOHYHORIERDUGRIGLUHFWRUV
last Annual General Meeting held on July 21, 2017. LQFOXGLQJDSSRLQWPHQWRUUHPRYDORI&KLHI)LQDQFLDO2ƯFHU
and the Company Secretary.
Meeting Details
• 5HYLHZVLJQLƬFDQWODERXUSUREOHPVDQGWKHLUSURSRVHG
Eleven meetings of the Committee were held during the year,
VROXWLRQV$Q\VLJQLƬFDQWGHYHORSPHQWLQ+XPDQ5HVRXUFHV
as against the minimum requirement of four meetings. The
/ Industrial Relations front like signing of wage agreement,
meetings were held on April 21, 2017; April 24, 2017;
implementation of Voluntary Retirement Scheme etc.
May 10, 2017; July 19, 2017; July 20, 2017; October 11,
2017; October 13, 2017; December 7, 2017; January 17, • To carry out any other function as is mandated by the
2018; January 19, 2018 and March 23, 2018. The details of Board from time to time and / or enforced by any statutory
attendance are given in this Report. QRWLƬFDWLRQDPHQGPHQWRUPRGLƬHGDVPD\EHDSSOLFDEOH
Meeting Details
Human Resources, Nomination and
Four meetings of the Committee were held during the year.
Remuneration Committee
7KHPHHWLQJVZHUHKHOGRQ$SULO -XO\
The Committee’s composition and terms of reference are in
December 7, 2017 and January 17, 2018. The details of
compliance with the provisions of the Companies Act, 2013,
attendance are given in this Report.
Regulation 19 of the Listing Regulations and Securities and
([FKDQJH%RDUGRI,QGLD 6KDUH%DVHG(PSOR\HH%HQHƬWV
The details relating to remuneration of Directors, as required
Regulations, 2014, as amended from time to time. The
under Regulation 34 read with Schedule V of the Listing
composition of Committee is given in this Report.Corporate Overview Management Review Governance 180-273 Financial Statements Notice
208 Reliance Industries Limited • Making Life Better. For Everyone.
Regulations, have been given under a separate section, viz. Investor Grievance Redressal
‘Directors’ Remuneration’ in this Report. The number of complaints received and resolved to the
satisfaction of investors during the year under review and
Stakeholders’ Relationship Committee their break-up are as under:
The Committee’s composition and terms of reference are
in compliance with the provisions of the Companies Act, Number of
Type of Complaints
2013 and Regulation 20 of the Listing Regulations. The Complaints
composition of Committee is given in this Report. Non-Receipt of Annual Reports 131
Non-Receipt of Dividend 133
The Stakeholders’ Relationship Committee is primarily Non-Receipt of Interest/ Redemption Warrants 1
responsible to review all matters connected with the Transfer of securities 191
Company’s transfer of securities and redressal of Total 456
shareholders’/ investors’/ security holders’ complaints.
As on March 31, 2018, no complaints were outstanding.
Terms of Reference of the Committee inter alia include the
The response time for attending to investors’
following:
FRUUHVSRQGHQFHGXULQJƬQDQFLDO\HDULVDVXQGHU
• Oversee and review all matters connected with transfer of
Company’s securities. Particulars Number %
• $SSURYHLVVXHRIGXSOLFDWHVKDUHVGHEHQWXUHVFHUWLƬFDWHV Total number of correspondence 2,37,389 100.00
received during 2017-18
• Consider, resolve and monitor redressal of investors’ Replied within 1 to 4 days of receipt 99.77
/ shareholders’ / security holders’ grievances related Replied within 5 to 7 days of receipt 542 0.23
to transfer of securities, non-receipt of annual reports,
non-receipt of declared dividend, issue / new duplicate
Corporate Social Responsibility and
FHUWLƬFDWHVJHQHUDOPHHWLQJVDQGVRRQ
Governance Committee
• Oversee the performance of the Company’s Registrars and The Committee’s primary responsibility is to assist the
Transfer Agents. Board in discharging its social responsibilities by way of
formulating and monitoring implementation of the framework
• Monitor implementation and compliance with the Company’s
of corporate social responsibility policy, observe practices
&RGHRI&RQGXFWIRU3URKLELWLRQRI,QVLGHU7UDGLQJ
of Corporate Governance at all levels, and to suggest
• Annual performance evaluation of the Committee. remedial measures wherever necessary. The Board has also
empowered the Committee to look into the matters related
• To carry out any other function as is mandated by the
to sustainability and overall governance.
Board from time to time and / or enforced by any statutory
QRWLƬFDWLRQDPHQGPHQWRUPRGLƬFDWLRQDVPD\
The Committee’s composition and terms of reference are in
be applicable.
compliance with the provisions of the Companies Act, 2013.
The composition of Committee is given in this Report.
Meeting Details
Five meetings of the Committee were held during the year.
Terms of Reference of the Committee inter alia include the
7KHPHHWLQJVZHUHKHOGRQ$SULO -XO\
following:
September 13, 2017; October 13, 2017 and January 19, 2018.
• Formulate and recommend to the Board, a Corporate Social
The details of attendance are given in this Report.
5HVSRQVLELOLW\ &65 3ROLF\LQGLFDWLQJWKHDFWLYLWLHVWREH
XQGHUWDNHQE\WKH&RPSDQ\DVVSHFLƬHGLQ6FKHGXOH9,,RI
&RPSOLDQFH2ƯFHU
the Companies Act, 2013.
6KUL.6HWKXUDPDQ*URXS&RPSDQ\6HFUHWDU\DQG&KLHI
&RPSOLDQFH2ƯFHULVWKH&RPSOLDQFH2ƯFHUIRUFRPSO\LQJ • Recommend the amount of expenditure to be incurred on
with requirements of Securities Laws. the CSR activities.
• Approve Corporate Sustainability Reports and oversee the
Prohibition of Insider Trading
implementation of sustainability activities.
With a view to regulate trading in securities by the directors
and designated employees, the Company has adopted a • Monitor Company’s compliance with the Corporate
&RGHRI&RQGXFWIRU3URKLELWLRQRI,QVLGHU7UDGLQJ Governance Guidelines and applicable laws and regulations
and make recommendations to the Board on all such matters
and on any corrective action to be taken, as the Committee
may deem appropriate.Integrated Annual Report 2017–18 Corporate Governance Report 209
• Oversee the implementation of polices contained in Risk Management Committee
WKH%XVLQHVV5HVSRQVLELOLW\3ROLF\0DQXDODQGWRPDNH The Committee’s prime responsibility is to implement
DQ\FKDQJHVPRGLƬFDWLRQVDVPD\EHUHTXLUHGIURP and monitor the risk management plan and policy of the
time to time and to review and recommend the Business Company. The Committee’s composition is in compliance
Responsibility Reports (BRR) to the Board for its approval. with the provisions of Regulation 21 of the Listing
Regulations. The composition of Committee is given in
• 0RQLWRU&653ROLF\RIWKH&RPSDQ\IURPWLPHWRWLPH
this Report.
• Monitor the CSR activities undertaken by the Company.
Terms of Reference of the Committee inter alia include the
• Ensure compliance with the corporate governance norms
following:
prescribed under the Listing Regulations, the Companies
• )UDPLQJRI5LVN0DQDJHPHQW3ODQDQG3ROLF\
$FWDQGRWKHUVWDWXWHVRUDQ\PRGLƬFDWLRQRU
re-enactment thereof. • Overseeing implementation / Monitoring of Risk
0DQDJHPHQW3ODQDQG3ROLF\
• $GYLVHWKH%RDUGSHULRGLFDOO\ZLWKUHVSHFWWRVLJQLƬFDQW
developments in the law and practice of corporate • Validating the process of Risk Management.
governance and to make recommendations to the Board
• Validating the procedure for Risk Minimisation.
for appropriate revisions to the Company’s Corporate
Governance Guidelines. • 3HULRGLFDOO\UHYLHZLQJDQGHYDOXDWLQJWKH5LVN0DQDJHPHQW
3ROLF\DQGSUDFWLFHVZLWKUHVSHFWWRULVNDVVHVVPHQWDQGULVN
• Observe practices of Corporate Governance at all levels and
management processes.
to suggest remedial measures wherever necessary.
• Continually obtaining reasonable assurance from
• Review and assess the adequacy of the Company’s
management that all known and emerging risks have been
Corporate Governance Manual, Code of Conduct for
LGHQWLƬHGDQGPLWLJDWHGRUPDQDJHG
Directors and Senior Management, the Code of Ethics and
other internal policies and guidelines and monitor that the • Review of development and implementation of a risk
principles described therein are being incorporated into the PDQDJHPHQWSROLF\LQFOXGLQJLGHQWLƬFDWLRQWKHUHLQRI
Company’s culture and business practices. element of risk.
• Formulate / approve codes and / or policies for • Annual performance evaluation of the Committee.
better governance.
• To carry out any other function as is mandated by the
• 3URYLGHFRUUHFWLQSXWVWRWKHPHGLDVRDVWRSUHVHUYHDQG Board from time to time and / or enforced by any statutory
protect the Company’s image and standing. QRWLƬFDWLRQDPHQGPHQWRUPRGLƬFDWLRQDVPD\
be applicable.
• Disseminate factually correct information to investors,
institutions and the public at large.
Meeting Details
• Establish oversight on important corporate communication Five meetings of the Committee were held during the year.
on behalf of the Company with the assistance of consultants The meetings were held on April 21, 2017; August 1, 2017;
/ advisors, if necessary. October 11, 2017; December 7, 2017 and March 1, 2018. The
details of attendance are given in this Report.
• Ensure institution of standardised channels of internal
communications across the Company to facilitate a high level
Health, Safety and Environment Committee
of disciplines participation.
The Committee is primarily responsible to monitor and
• Annual performance evaluation of the Committee. ensure the highest standards of environmental, health
and safety norms are maintained, and the Company’s
• To carry out any other function as is mandated by the
operations are in compliance with the applicable pollution
Board from time to time and / or enforced by any statutory
and environmental laws across all locations. The Committee
QRWLƬFDWLRQDPHQGPHQWRUPRGLƬFDWLRQDVPD\
IXOƬOVLWVUHVSRQVLELOLWLHVE\UHYLHZLQJZLWKWKHPDQDJHPHQW
be applicable.
health, safety, environmental and social impacts of the
Company’s various projects and operations.
Meeting Details
Four meetings of the Committee were held during the year.
The composition of Committee is given in this Report.
The meetings were held on April 24, 2017; July 20, 2017;
October 11, 2017 and January 17, 2018.The details of
attendance are given in this Report.Corporate Overview Management Review Governance 180-273 Financial Statements Notice
210 Reliance Industries Limited • Making Life Better. For Everyone.
Terms of Reference of the Committee inter alia include the • Borrow money by way of loan and / or issue and allot bonds
following: / notes denominated in one or more foreign currencies
• Monitoring and ensuring the highest standards of LQLQWHUQDWLRQDOPDUNHWVIRUWKHSXUSRVHRIUHƬQDQFLQJ
environmental, health and safety norms the existing debt, capital expenditure, general corporate
purposes, including working capital requirements and
• Ensuring compliance with applicable pollution and
possible strategic investments within limits approved
environmental laws at the Company’s works / factories /
by the Board.
ORFDWLRQVE\SXWWLQJLQSODFHHƪHFWLYHV\VWHPVLQWKLVUHJDUG
and reviewing the same periodically. • 3URYLGHFRUSRUDWHJXDUDQWHHSHUIRUPDQFHJXDUDQWHHZLWKLQ
the limits approved by the Board.
• Reviewing, as the Committee deems appropriate, the
Company’s health, safety and environment related policy and • Approve opening and operation of Investment Management
making recommendations as necessary. Accounts with foreign banks and appoint them as agents,
HVWDEOLVKPHQWRIUHSUHVHQWDWLYHVDOHVRƯFHVLQRU
• Reviewing the Company’s performance on health, safety and
outside India.
environment related matters and suggesting improvements
as the Committee may deem necessary. • 2WKHUWUDQVDFWLRQVRUƬQDQFLDOLVVXHVWKDWWKH%RDUGPD\
desire to have them reviewed by the Finance Committee.
• Reviewing procedures and controls being followed at the
(a) Forex derivative transactions
Company’s various manufacturing facilities and plants for
(b) OTC trades
compliance with relevant statutory provisions.
(c) Note outstanding borrowings, inter-corporate
• Reviewing regularly and making recommendations about investments, loans and guarantees
changes to the charter of the Committee. (d) Note status report and hedging activities on
commodity and forex products
• Annual performance evaluation of the Committee.
• Delegate authorities from time to time to the executives
• Reviewing fatal or serious accidents, dangerous occurrences,
/ authorised persons to implement the Committee’s
DQ\PDWHULDOHưXHQWRUSROOXWLRQSUREOHPV
decisions.
• To carry out any other function as is mandated by the
• Review regularly and make recommendations about changes
Board from time to time and / or enforced by any statutory
to the charter of the Committee.
QRWLƬFDWLRQDPHQGPHQWRUPRGLƬFDWLRQDVPD\
be applicable. • Carry out any other function as is mandated by the Board
from time to time.
Meeting Details
Meeting Details
Four meetings of the Committee were held during the
Nineteen meetings of the Finance Committee were held
\HDU7KHPHHWLQJVZHUHKHOGRQ$SULO -XO\
during the year. The meetings were held on April 12, 2017;
2017; October 13, 2017 and January 19, 2018. The details of
April 24, 2017; July 20, 2017; August 31, 2017 (2 meetings);
attendance are given in this Report
September 1, 2017 (2 meetings); September 4, 2017
PHHWLQJV 2FWREHU 2FWREHU 1RYHPEHU
Finance Committee
8, 2017 (2 meetings), November 14, 2017 (2 meetings);
The composition of Committee is given in this Report.
November 17, 2017; November 22, 2017 (2 meetings) and
January 19, 2018. The details of attendance are given in this
Terms of Reference of the Committee inter alia Include the
Report.
following:
• 5HYLHZWKH&RPSDQ\pVƬQDQFLDOSROLFLHVULVNDVVHVVPHQWDQG
Directors’ Remuneration
minimisation procedures, strategies and capital structure,
Remuneration Policy
ZRUNLQJFDSLWDODQGFDVKƮRZPDQDJHPHQWDQGPDNHVXFK
7KH&RPSDQ\pV5HPXQHUDWLRQ3ROLF\IRU'LUHFWRUV.H\
reports and recommendations to the Board with respect
0DQDJHULDO3HUVRQQHODQGRWKHUHPSOR\HHVLVDQQH[HG
thereto, as it may deem advisable.
as ‘Annexure IVB’ to the Board’s Report. Further, the
• Review banking arrangements and cash management &RPSDQ\KDVGHYLVHGD3ROLF\IRUSHUIRUPDQFHHYDOXDWLRQ
of Independent Directors, Board, Committees and other
• Exercise all powers to borrow money (otherwise than by
individual Directors.
issue of debentures) within limits approved by the Board,
and take necessary actions connected therewith, including
The Company’s remuneration policy is directed towards
UHƬQDQFLQJIRURSWLPLVDWLRQRIERUURZLQJFRVWV
rewarding performance based on review of achievements
• Give guarantees / issue letters of comfort / providing periodically. The remuneration policy is in consonance with
securities within the limits approved by the Board. the existing industry practice.You can also read
