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Statutory Reports CORPORATE MANAGEMENT GOVERNANCE FINANCIAL NOTICE Corporate Governance Report OVERVIEW REVIEW STATEMENTS highest standards of ethics. It has before exceptional items 23.7%. The of the Board while nurturing a culture thus become crucial to foster and financial markets have endorsed our where the Board works harmoniously sustain a culture that integrates all sterling performance and the market for the long-term benefit of the “Between my past, the present and the future, there is one common factor: components of good governance by capitalisation has increased by CAGR Company and all its stakeholders. The carefully balancing the inter-relationship of 31.5% during the same period. In Chairman guides the Board for effective Relationship and Trust. This is the foundation of our growth.” among the Board of Directors, Board terms of distributing wealth to our governance in the Company. Committees, Finance, Compliance & shareholders, apart from having a Shri Dhirubhai H. Ambani The Chairman takes a lead role in Assurance teams, Auditors and the track record of uninterrupted dividend Founder Chairman managing the Board and facilitating Senior Management. Our employee payout, we have also delivered effective communication among satisfaction is reflected in the stability consistent unmatched shareholder Directors. The Chairman actively works of our senior management, low attrition returns since listing. The result of our with the Human Resources, Nomination across various levels and substantially initiative is our ever widening reach and Remuneration Committee to higher productivity. Above all, we feel and recall. Our shareholder base has plan the Board and Committees’ honoured to be integral to India’s social grown from 52,000 after the IPO composition, induction of directors to development. Details of several such to a consolidated present base of the Board, plan for directors’ succession K. Sethuraman Savithri Parekh Jyoti Jain Sridhar Ratnesh initiatives are available in the Report on around 30 lakh. and provide constructive feedback Kothandaraman Rukhariyar Corporate Social Responsibility. For decades, RIL is growing in step and advice on performance evaluation At RIL, we believe that as we move with India’s industrial and economic to directors. The Company Secretary closer towards our aspirations of being development. The Company has assists the Chairman in management a global corporation, our Corporate helped transform the Indian economy of the Board’s administrative activities Governance standards must be with large projects and world-class such as meetings, schedules, agenda, globally benchmarked. Therefore, execution. The quest to help elevate communications and documentation. we have institutionalised the right India’s quality of life continues and building blocks for future growth. is unabated. It emanates from a Ethics / Governance Policies “Corporate Governance is an interplay between people, The building blocks will ensure that fundamental article of faith: ‘What is At RIL, we strive to conduct our we achieve our ambition in a prudent good for India is good for Reliance’. business and strengthen our processes, performance and purpose. Our Values and and sustainable manner. RIL not only We believe, Corporate Governance is relationships in a manner that is adheres to the prescribed Corporate not just a destination, but a journey to dignified, distinctive and responsible. Behaviours form the bed rock of our Corporate Governance. Governance practices as per the Listing constantly improve sustainable value We adhere to ethical standards Regulations, but is also committed to creation. It is an upward-moving target to ensure integrity, transparency, At RIL, we work towards building an environment of Trust, sound Corporate Governance principles that we collectively strive towards independence and accountability and practices. It constantly strives achieving. Our multiple initiatives in dealing with all the stakeholders. Transparency and Accountability focusing on the long-term to adopt emerging best practices towards maintaining the highest Therefore, we have adopted various being followed worldwide. It is our standards of governance are detailed codes and policies to carry out our and supporting more inclusive societies.” endeavour to achieve higher standards in this Report. duties in an ethical manner. Some of and provide oversight and guidance these codes and policies are: This report is prepared in accordance that sound governance system, based governance practices stem from the to the management in strategy Appropriate Governance with the provisions of the Securities on relationship and trust, is integral to dynamic culture and positive mindset • Code of Conduct and Our Code implementation, risk management and Structure with defined Roles and Exchange Board of India creating enduring value for all. We have of the organisation. We are committed • Code of Conduct for Prohibition of fulfilment of stated goals and objectives. and Responsibilities (Listing Obligations and Disclosure a defined policy framework for ethical to meet the aspirations of all our Insider Trading Requirements) Regulations, 2015 conduct of businesses. We believe stakeholders. This is demonstrated Over the years, we have strengthened The Company has put in place an • Code of Practices and Procedures for (Listing Regulations) and the report that any business conduct can be in shareholder returns, high credit governance practices. These practices internal governance structure with Fair Disclosure of Unpublished Price contains the details of Corporate ethical only when it rests on the six core ratings, awards and recognitions, define the way how business is defined roles and responsibilities of Sensitive Information Governance systems and processes values viz. Customer Value, Ownership governance processes and an conducted and value is generated. every constituent of the system. The • Business Partner Code of Conduct at Reliance Industries Limited (RIL Mind-set, Respect, Integrity, One Team entrepreneurial performance focussed Stakeholders’ interests are taken into Company’s shareholders appoint • Health, Safety and Environment Policy or the Company). and Excellence. work environment. Additionally, our account, before making any business the Board of Directors, which in turn • Vigil Mechanism and customers have benefited from high decision. RIL has the distinction of governs the Company. The Board Whistle-blower Policy At RIL, Corporate Governance is Statement on Company’s quality products delivered at extremely consistently rewarding its shareholders has established various Committees • Prevention of Sexual Harassment of all about maintaining a valuable Philosophy on Code of competitive prices. for over four eventful decades from to discharge its responsibilities in an Women at Workplace Policy relationship and trust with all the Governance Initial Public Offer (IPO). Since then, RIL effective manner. The Chairman and • Corporate Social Responsibility Policy stakeholders. We consider stakeholders The essence of Corporate Governance has moved from one big idea to another Managing Director (CMD) provides • Policy for selection of Directors and as partners in our success and Corporate Governance encompasses lies in promoting and maintaining and these milestones continue to fuel its overall direction and guidance to the determining Directors’ independence remain committed to maximising a set of systems and practices to integrity, transparency and relentless pursuit of ever-higher goals. Board. In the operations and functioning • Remuneration Policy for Directors, stakeholders’ value, be it Customers, ensure that the Company’s affairs are accountability in the management’s of the Company, the CMD is assisted Key Managerial Personnel and Local Communities, Employees, being managed in a manner which higher echelons. The demands On standalone basis, we have grown by four Executive Directors and a core other employees Suppliers & Distributors, Trade Unions, ensures accountability, transparency of Corporate Governance require by a Compounded Annual Growth Rate group of senior level executives. • Dividend Distribution Policy NGOs, Investors & Shareholders and fairness in all transactions in professionals to raise their competence (CAGR) of Revenues 21.3%, Earnings • Policy for determining and Government & Regulatory the widest sense. The objective is and capability levels to meet the Before Interest, Tax, Depreciation The Chairman is responsible for Material Subsidiaries Authorities. This approach to value to meet stakeholders’ aspirations expectations in managing the enterprise and Amortisation (EBITDA) before fostering and promoting the integrity • Policy on Subsidiary Governance creation emanates from RIL’s belief and societal expectations. Good and its resources effectively with the exceptional items 22.8% and Net Profit 178 Reliance Industries Limited Integrated Annual Report 2020-21 179 CORPORATE MANAGEMENT GOVERNANCE FINANCIAL NOTICE Corporate Governance Report OVERVIEW REVIEW STATEMENTS • Policy on Materiality of Related Party The Compliance Function ensures and financial risk mitigations and Secretary and the Joint Company provide guidance to the Directors and sustainably elevating the Company’s Transactions and on dealing with compliance activities related to the governance practices. Secretary. The Company Secretary to facilitate convening of meetings. The value creation. The Company has Related Party Transactions Financial, Operational and People • The
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