Corporate Governance continues to be a strong focus area for the Company. Our philosophy on Corporate Governance in Eicher emanates from resolute commitment to protect stakeholder rights and interests, proactively manage risks and create long-term wealth and value. It permeates in all aspects of working – workplace management, marketplace responsibility, community engagement and business decisions.

The Code of Conduct and the governance are based on the corporate principles and strong emphasis laid on transparency, accountability, integrity and compliance.The governance processes of the Company include creation of empowered sub-committees of the Board to oversee the functions of executive management.These sub-committees of the Board mainly comprise Non-Executive Directors and Independent Directors, which meet and deliberate regularly to discharge their obligations.

In India, Corporate Governance standards for listed companies are regulated by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR) Regulations, 2015]. The Company has adopted best practices mandated in SEBI (LODR) Regulations, 2015.

For details, download the Corporate Governance report.

Familiarization Program

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 familiarizethem with their roles, rights and responsibilitiestowards the Company while discharging their functions as member of the Boardand also as member of various committees. The programmesalso 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 2017-18, one programme,with following four different sessions, was conducted on December 21, 2017, wherein subject matter experts familiarized Independent Directors with:

• Insolvency & Bankruptcy Code, 2016, particularly, insolvency process background& its overview, areas of focus, practical challenges, critical matters, the roles & responsibilities of Directors therein and case studies;
• Integrated Reporting, particularly, global practices, reporting framework and emerging trends, investors' perception on non-financial information, Board's role, SEBI mandate etc.;
• Emphasis on Fraud Risk Mitigation, particularly, Directors' Responsibilities, establishment of robust vigil mechanism, overview of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, key challenges, Auditors' responsibility in reporting fraud;
• Report of Kotak Committee of SEBI on Corporate Governance, particularly, overview of recommendations including rationale & impact, new provisions relating to Directors, Board and its Committees, monitoring group entities and related parties, accounting and audit related matters, etc.

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

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 Programmesfor 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 arealso 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 operationsin detailand where plant and other departmental heads apprise them of the operational aspects of the plants and initiatives taken on procurement, production, safety, quality, CSR, Sustainabilityetc.