Board Committees

COMPOSITION OF COMMITTEE(S) OF JINDAL STAINLESS LIMITED

AUDIT COMMITTEE

The Audit committee of Jindal Stainless, Limited comprises of following five members:

Secretary:

Company Secretary shall act as the Secretary of the Committee.

Meetings:

The Committee shall meet at least four times a year. The time gap between any two meetings shall be less than 120 days.

Key Functions:

The role of the audit committee shall include the following:

1. reviewing the quarterly and annual financial results/statements before submission to the Board for approval;
2. recommending to the Board, the appointment, re-appointment or removal of the statutory auditors and their remuneration;
3. overseeing the Company’s financial reporting process;
4. overseeing compliance with listing and other legal requirements relating to the financial statements;
5. reviewing and monitoring the auditor’s independence and performance and effectiveness of the
   audit process;
6. scrutiny of the inter-corporate loans and investments;
7. evaluation of internal financial controls and the risk management systems;
8. reviewing performance of the statutory and internal auditors, adequacy of the internal control systems;/li>
9. reviewing the adequacy of the internal audit;
10. reviewing the findings of any internal investigations by the internal auditors;
11. discussion with the statutory auditors, before the audit commences, the nature and the scope of audit as well as post-audit discussion to ascertain any area of concern;
12. reviewing the functioning of the whistle blower mechanism;
13. approving the appointment of the Chief Financial Officer;
14. reviewing the Management Discussion and Analysis of financial condition and results of operations;
15. reviewing the statement of significant related party transactions, submitted by the Management;
16. reviewing any risks and steps to mitigate them;
17. reviewing the appointment, removal and terms of remuneration of the internal auditor.
18. reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding Rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.
19. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

Miscellaneous:

The Committee may invite other Directors / Officers of the Company to attend the meetings of the Committee as ‘Invitees’ from time to time, as and when required. Minutes of the Audit Committee are placed before the Board in its subsequent meeting.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of Jindal Stainless Limited comprises of following five members:

Key Functions:

Role of committee shall, inter-alia, include the following:

• formulation of the criteria for determining qualifications and independence of a director and
  recommending to the Board, a policy relating to the remuneration of the Directors, Key
  Managerial Personnel and other employees;
• formulation of criteria for evaluation of performance of the Independent Directors and the Board of Directors and carry out evaluation of every director’s performance;
• devising a policy to ensure diversity among the Board of Directors;
• identifying persons who are qualified to become Directors;
• deciding on the term of appointment of the Independent Directors on the basis of the report of
  performance evaluation of the independent directors
• recommend to the board, all remuneration, in whatever form, payable to senior management

STAKEHOLDERS RELATIONSHIP COMMITTEE

Composition:

The Stakeholders Relationship Committee of Jindal Stainless Limited comprises of following five members:

Key Functions:

• Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, issue of new/duplicate
  certificates, etc.
• Review of measures taken for effective exercise of voting rights by shareholders.
• Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
• Review of the various measures and initiatives taken by the listed entity for timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Composition:

The Corporate Social Responsibility Committee of Jindal Stainless Limited comprises of following five members:

RISK MANAGEMENT COMMITTEE

Composition

The Risk Management Committee of Jindal Stainless Limited comprises of following seven members:

Brief terms of reference:

The terms of reference for Risk Management Committee of the Company inter-alia include:

• To formulate a detailed risk management policy which shall include:
  • A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determinedby the Committee.
  • Measures for risk mitigation including systems and processes for internal control ofidentified risks.
  • Business continuity plan.
• To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;
• To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;
• To keep the board of directors informed about the nature and content of its discussions,
  recommendations and actions to be taken.
• The appointment, removal and terms of remuneration of Chief Risk Officer (if any) subject to
  review by the Risk Management Committee

SHARE TRANSFER COMMITTEE

Composition

The Board of Directors has delegated the power of approving transfer of securities and other related formalities to the Share Transfer Committee comprising of the following members:

Key Functions:

Power of approving transfer of securities and other related formalities

ESG COMMITTEE

Composition

The ESG Committee of Jindal Stainless Limited comprises of the following six members:

Brief Terms of Reference:

The terms of reference for ESG Committee of the Company inter-alia include:

• Guide the ESG strategy of the Company and review progress towards the strategy.
• Review the ESG Framework (including ESG Materiality matrix, goals & targets, KPIs, governance framework) and provide necessary inputs for ongoing improvement.
• Review of the Company’s stakeholder engagement plan around material ESG topics and feedback from stakeholders on ESG matters.
• Review the Company’s stated goals and its performance with respect to ESG matters and monitor the Company’s progress towards these measurable goals.
• Review and recommend policies to Board for approval.
• Review disclosures included in the Business Responsibility and Sustainability Report (BRSR) and recommend to the Board for approval.
• Periodically review and monitor external ESG ratings of the Company.
• Review and evaluate ESG risks and opportunities that may arise in connection with the Company’s activities and share inputs with the Board and Risk Management Committee on such risks and opportunities that may materially affect the Company’s Strategy or Risk Management Program.
• Review and discuss with the management, the Company’s internal and external communication strategies pertaining to ESG.
• Report to the Board on current and emerging areas relating to ESG Matters.
• Receive periodic updates from management on ESG trends and developments