FAMILIARIZATION PROGRAMME

In terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), the Company conducts familiarization programmes for the Independent Directors, including, through leading firms of Chartered Accountants in order to provide them with the insights on the Company to enable them to understand the Company’s business in depth and to familiarize them with their roles, rights and responsibilities towards the Company while discharging their functions as members of the Board and also as members of various committees. The programmes also include detailed discussions on corporate governance norms and procedures as envisaged in Companies Act, 2013 read with the Rules framed thereunder and the Listing Regulations.

Details of the Familiarization Programme

During the financial year 2022-23, the Company on a continuous basis updated the Directors including the Independent Directors about the Company’s business and its dynamics and the behaviour of the industry at large. On August 10, 2022, a special visit was organised for all the Directors to the Royal Enfield Chennai based Technology Centre to give them live experience of the product development activities. On August 11, 2022, all the Directors visited Royal Enfield's new state of the art manufacturing facility at Vallam Vadagal, Chennai. Such visits help our Directors in understanding the different elements involved in the process of making a final Royal Enfield product, the processes and the systems set in place for controls and generally understand the scale of the Company's operations. All the Directors spent 5 hours each on such visits.

Regulatory and statutory updates are regularly presented to the Directors in the quarterly Board Meetings.

During the financial year 2021-22, developments hold tremendous significance for the automobile industry. The economy has been impacted by the Covid-19 pandemic causing disruptions in supply chain and markets. Further, disposable incomes have shrunk, input costs increased and availability of key components viz, semiconductor have come under pressure. The Company has undertaken several measures to counter these issues and has continued resiliently to execute its strategic business plan, with reasonable success.

As a normal course, the Board is apprised of the developments on a periodic basis during the Board Meetings.

• A special session was held for Directors, including Independent Directors, on February 11, 2022 to familiarise them with the current business and economic environment, business performance across verticals and regions, impetus on exports and new product development.
  
  
• The Directors were also apprised in detail on the competitive landscape, market share trends and measures being adopted to protect and grow the Company's market share. The meeting was also attended by Senior Executives of the Company.
  
  
• The insights will equip the Directors to critically understand and contribute on the strategic business planning process as well as provide pragmatic guidance of business and operational matters.
  

During the financial year 2018-19, one programme, with following three different sessions, was conducted on March 14, 2019, wherein subject matter experts familiarized Independent Directors with:

• Concept of Connected Enterprise and Digital Business Transformation, particularly, overview of Indian Automotive Sector & its growth path; significant changes witnessed by Automotive Sector during past few years; significance of digitalization, its trends & its need; emergence of Mobility; data monetization; evolving business models; adopting customer centric approach via connected enterprise model, its salient aspects & capabilities; integrated transformation etc.;
  
  
• Cyber Security, particularly, evolution of technology; its significance for business; challenges in managing cyber risk; Global Cyber Attacks and case studies; various aspects of cyber risk in manufacturing & its discovery; Cyber Risk associated with Boardroom & key information assets; Cyber Risk Defence & Response etc.;
  
  
• Integrated Assurance, particularly, its alignment with Governance, Risk and Compliance functions; its linkage with Company’s strategy & business models; impact analysis viz. uncoordinated efforts & decision making; necessity of Integrated Assurance; its global trend; advantages in adopting its framework; implementation etc.

These sessions were interactive and involved exchange of ideas, learnings and experiences.

During the financial year 2017-18, one programme was conducted on December 21, 2017, wherein presentations were made covering areas like Insolvency & Bankruptcy Code, insolvency process & its background, practical challenges, roles & responsibilities of Directors therein etc.; Integrated Reporting including, global practices, reporting framework and emerging trends, investors’ perception, Board’s role, SEBI mandate etc.; Fraud Risk Mitigation & Directors’ Responsibilities, overview of law on Sexual Harassment of Women at Workplace, key challenges, Auditors’ responsibility in reporting fraud etc.; Overview of recommendations of Kotak Committee Report on Corporate Governance. All Independent Directors of the Company, except one, attended the above programme.

During the financial year 2016-17, one programme was conducted on December 20, 2016, wherein presentations were made covering areas like Corporate Social Responsibility, understanding its gravity & governance structure; Cyber risk, its relevance, effective management and defence; Goods and Services Tax (GST), its proposed framework & impact on Company’s business, differentiating between current tax regime and GST regime. All Independent Directors of the Company attended the above programme.

Besides the above, generally, Familiarization Programmes for Independent Directors are designed considering that most of the Company’s Independent Directors have served on the Board of the Company for several years. Furthermore, such programmes are merged with the Board/Committee meetings and forms part of the Board process, for the convenience of the Directors. The Independent Directors are periodically updated at the Board/Committee meetings, through presentations made by Senior Management of the Company which assists them to understand strategy, operations and functions of the Company including the following:

• Business strategies, Business performance, operations review, quarterly and annual results, capital budgets,
  R & D, market share, statutory compliances, internal financial controls, Corporate Social Responsibility Projects, working capital management, fund flows, challenges & opportunities, senior management changes, major litigations, regulatory scenario, operations of subsidiaries and joint venture companies etc.;
  
• Nature of the industry in which the Company operates;
  
• General business environment and operational model of business of the Company including important developments thereon;
  
• Roles, rights and responsibilities of directors;
  
• Important changes in regulatory framework having impact on the Company;
  
• Major developments at the manufacturing facilities of the Company its services and products offerings.

Other Relevant Details

The Independent Directors are also familiarized with their roles, rights and responsibilities at the time of their appointment through a formal letter of appointment. Independent Directors, periodically meet members of the senior management team. They are also provided with a copy of latest Annual Report, Eicher’s Code of Conduct for Directors and Senior Management, Eicher’s Code of Conduct for Prevention of Insider Trading, to name a few.

Independent Directors also meet without the presence of the Company’s management to discuss matters pertaining to the Company’s affairs. The Company also organizes plant visits to facilitate them to understand the Company’s operations in detail and where plant and other departmental heads apprise them of the operational aspects of the plants and initiatives taken on procurement, production, safety, quality, CSR, Sustainability etc.