info@vamanioverseas.com
Sector 24, Faridabad, Haryana, India
Our ESG Story
Environment
Social
Governance
ESG Fact sheet
Stories of Real Change
ESG Materiality Matrix Yes
ESG Goals Yes
ESG Rating
DJSI 48
Sustainalytics 14.8 (Low Risk)
ESG & Corporate Governance Policies Available on the website
Size of the board 7
Number and % of independent directors 4 (57%)
Number and % of women directors 2 (29%)
Separate Board Chair and MD/CEO Yes
Lead Independent Director Yes
Message from Lead Independent Director - Key Governance Updates Yes
Number of Board Meetings in a year 8 (FY 2020-21)
Board Attendance (%) 95%
Age Diversity: Average Board Age (Years) 59 Years
Age Diversity: 50-59 years 4
Age Diversity: 60-69 years 3
Age Diversity: Min-Max Range 15 years
Skill Diversity Yes
Independent Directors - Sector / Industry Experience Yes
Non-Executive & Executive Directors - ESG Experience Yes
Independent Directors - Risk Management Yes
Independent Directors - Financial Expertise Yes
Tenure Policy for independent directors Yes (as per regulatory requirement i.e. upto 2 terms of 5 years each)
Average Tenure - Board 8 years
Average Tenure - Independent Directors 6.3 years
Board Election
Non-Executive & Executive Directors - Retirement by rotation Annual Retirement by Rotation
Independent Directors As per defined term
Separate Meeting of Independent Directors Yes
Board Familiarization Program - separate session on ESG Yes
Board and Committee Charters
Board Charter Yes
Audit Committee Charter Yes
Nomination & Remuneration Committee Charter Yes
ESG & CSR Committee Charter Yes
Stakeholder Relationship Committee Charter Yes
Dedicated Committee on ESG ESG & CSR Committee
Audit Committee Independence (% Independent Directors) 100%
Independent AC Chairperson Yes
Number of Financial Experts on Audit Committee 3 (100%)
Nomination & Remuneration Committee Independence (% Independent Directors) 100%
Independent NRC Chairperson 100%
Stakeholder Grievance Oversight Stakeholder Relationship Committee
Board Remuneration
Amount of Remuneration to Executive Director - MD INR 91.15 Million
(1.2% of Net Profit)
Amount of Remuneration to Executive Director - JMD & CEO INR 101.18 Million
(1.4% of Net Profit)
Amount of Remuneration to Non-Executive Director INR 74.10 Million
(1% of Net Profit)
Amount of Remuneration to Independent Director - Sitting fees 7.54mn
CEO-to-Employee Pay Ratio 621
% increase in CEO remuneration 15%
% increase in median remuneration 1.7%
Executive Remuneration structure Fixed + Variable
Fixed Pay Yes
Performance linked incentive/ variable pay Yes
Linkage of Executive Remuneration (variable pay) to ESG Goals
Notice period - MD/ CEO & KMP 3 Months
Severance pay Nil
AGM venue
Manner of holding AGM (physical / digital medium / hybrid)
No. of months between end of fiscal year & AGM date
Shareholders AGM participation as % of total shareholder base
Access to webcast / transcript on website
AGM duration
Total time taken for shareholders engagement / Q&A
Statutory auditors attendance
Independent Directors attendance
Non Executive Directors attendance
Executive Directors attendance
Key managerial persons’ attendance
Board evaluation – annual Yes
Committee evaluation – annual Yes
Individual Director evaluation – annual Yes
Disclosure – Evaluation criteria Yes
Disclosure – Questionnaire based evaluation Yes
Disclosure – Evaluation results & action taken Yes
Use of technology for self evaluation – maintains confidentiality of responses Yes
Chief Risk Officer Yes, roles defined
Chief Information Security Officer Yes, roles defined
Chief Sustainability Officer / ESG Controller Yes, roles defined
Related party transactions Disclosed
Effective Tax Rate (%) 28.3%
R&D expenses INR 238.8 Million
Capital Expenditure on R&D INR 10.45 Million
Dividend payout ratio as per policy 25% of Consolidated PAT; subject to 40% PAT on standalone basis
Frequency of Ethics Training Employee Induction
(one-time) & Annual
Mode of Ethics Training - Annual E-learning Module
Frequency of Declaration / Acknowledgement on code of conduct & ethics Annual
Mode of Annual Declaration Digital
Number of whistle blower complaints received Nil
Whistle blower coverage - Employees Yes
Whistle blower coverage - Stakeholders (Vendors, contractors, customers, etc.) Yes
Whistle blower reporting mechanism - Email Yes
Whistle blower reporting mechanism - Helpline Yes
Whistle blower reporting mechanism - Webportal Yes
Whistle blower protection mechanism Yes