Page 148 - Hitachi IR 2025

BOARD’S REPORT
that could impair or damage their capacity to fulfil
their duties objectively and independently.
 Familiarization Program for Independent Directors:
The Company has a program in place to familiarize
its Independent Directors. The program’s primary
objective is to familiarize Independent Directors on
our Board with the Company’s business, industry
in which the Company operates, business model,
challenges and so on, through a variety of programs
that include regular meetings with our business
leads and functional heads, as well as interaction
with subject matter experts within the Company.
The familiarization program and other disclosures
as specified under the SEBI Listing Regulations is
available on the Company’s website at https://
www.hitachienergy.com/in/en/investor-relations/
board-of-directors.
 Selection and Procedure for Nomination and
Appointment of Directors and Nomination and
Remuneration Policy of the Company:
The Nomination and Remuneration Committee
(NRC) of the Company is entrusted to determine
the criteria for the requirements of the Board. NRC,
while recommending candidature to the Board,
takes into consideration the qualification, attributes,
experience and independence of the candidate.
Pursuant to Section 178(3) of the Act, the
Nomination and Remuneration Committee of the
Board has formulated, amongst others, a Policy
on Nomination and Remuneration which provides
the framework for remunerating the members
of the Board, Key Managerial Personnel, Senior
Management and other employees of the Company.
This Policy is guided by the principles and objectives
enumerated in Section 178(4) of the Act.
The details of the Nomination and Remuneration
Policy are mentioned in the report on Corporate
Governance and the same is also placed on the
Company’s website at https://www.hitachienergy.
com/in/en/investor-relations/board-of-directors.
Disclosures pertaining to Remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 are provided in the prescribed format and
annexed as Annexure-B to this Report.
 Annual Performance Evaluation of the Board, its
Committees and individual Directors:
The Board, along with the Nomination and
Remuneration Committee, approved a criteria
framework in the form of a questionnaire for annual
evaluation of the Board, Board Committees and
Individual Directors pursuant to the provisions of the
Act and the Corporate Governance requirements
146 Hitachi Energy India Limited
under Regulation 25(4) of SEBI Listing Regulations
read with SEBI’s Guidance Note on Board Evaluation.
During the year under review, the Board of Directors
has carried out an annual evaluation of its own
performance, Board Committees and Individual
Directors. The Board evaluation was conducted
through a questionnaire designed with qualitative
parameters and feedback based on ratings.
Further, the performance evaluation of the
Independent Directors was carried out by the entire
Board. The performance evaluation of the Chairman,
the Board as a whole and the Non-Independent
Directors was carried out by the Independent
Directors at their separate Meeting held during
the year.
The questionnaire was circulated to all the Board
members of the Company in a transparent and
confidential manner. The key parameters considered
for Board evaluation are Board Membership, Board’s
Culture and Relationships with Key Constituencies,
Board Responsibilities, Decision Making and Board
Committees. During the evaluation process, the
Directors have given ratings of either ‘Strongly
Agree’ / ‘Agree’ on various assessment questions.
A consolidated report was shared with the Chairman
of the Board for his review and giving feedback to
each Director. Accordingly, feedback was provided
to Directors.
12. BOARD MEETINGS:
During the year under review, the Board of Directors
of the Company met six (6) times viz. (1) May 21,
2024; (2) July 24, 2024; (3) August 21, 2024;
(4) October 29, 2024; (5) January 18, 2025 and
(6) January 29, 2025.
In accordance with the provisions of the
Act, a separate Meeting of the Independent
Directors of the Company was held on
May 21, 2024.
The attendance of the Directors in the Meetings
are provided in the Corporate Governance Report
forming part of this Report.
Committees of the Board:
As required under the Act and the SEBI Listing
Regulations, the Company has constituted the
following, including the statutory committees:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholders’ Relationship Committee
iv. Risk Management Committee
v. Corporate Social Responsibility