Corporate Governance Report - Reliance Industries Limited

 
Corporate Governance Report - Reliance Industries Limited
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\RIRXU
Integrated 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.
2XUVKDUHKROGHUEDVHKDVJURZQIURPDIWHUWKH,32WR
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
      HƯFLHQWPDQQHU
                                                                         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,
      GLUHFWLRQPDQDJHPHQWSROLFLHVDQGWKHLUHƪHFWLYHQHVV7KH
                                                                         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
                                                                         FRPSLODWLRQRIƬQDQFLDOVWDWHPHQWVDQGPDQDJHPHQW
      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.
        8QSXEOLVKHG3ULFH6HQVLWLYH,QIRUPDWLRQ
                                                                         • 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
ZKLFKZDVLQWURGXFHGLQ7KHUHSRUWKDVEHHQ
                                                                   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         Directors
Integrated 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 ERDUGPHPEHUVHƪHFWLYHSDUWLFLSDWLRQGRPDLQ
Corporate 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                                     Nil
Corporate 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&RPPLWWHHV
Integrated 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                NA
Corporate 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 of
Integrated 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 2FWREHU2FWREHU1RYHPEHU
      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.
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