Welspun India : Corporate Governance Manual

Welspun India Limited

CORPORATE GOVERNANCE MANUAL

CORPORATE GOVERNANCE MANUAL

WELSPUN INDIA LIMITED

CORPORATE GOVERNANCE MANUAL

Adopted on October 27, 2021

1. Introduction, purpose and framework

The following Corporate Governance guidelines have been adopted by the Board of Directors

(the "Board") of Welspun India Limited (the "Company") effective October 27, 2021. These guidelines are framed in conjunction with the Company's Memorandum & Articles of Association, the Charters of the Board and the Committees of the Board and applicable laws / rules/ regulations / guidelines in force for the time being in India and other jurisdictions, as applicable.

In the event of any conflict between the provisions of this guideline and of the Companies Act, 2013 or the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") or any other statutory enactments, the provisions of such other law for the time being in force, to the extent applicable to the Company, the statutory provisions shall prevail over this guideline. Any subsequent amendment / modification in the enactments in this regard shall automatically apply to this guideline.

The Board may, in its discretion, deviate from these Guidelines as the Board deems appropriate or as required by applicable laws and regulations. This guideline shall be reviewed and updated annually or based on any event or change in laws / regulations warranting the update. The guideline (including any periodic update to the guideline) shall be made available on the website of the Company and shall also be available in print to any shareholder requesting it. Such availability on the Company's website and in print will be noted in the Company's annual report to its shareholders.

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CORPORATE GOVERNANCE MANUAL

The Board is the Apex authority appointed by shareholders of a company to monitor and direct strategies, operations and management of the business of the company. The Board shall assess external environment, decide business strategy, formulate policies, appoint and compensate executive management, delegate powers, review performance and set up checks and balances.

2. Composition of the Board

1. Board size
   As per the Memorandum & Articles of Association of the Company, the number of Directors shall not be less than three (3) and not more than twelve (12) or such higher number of Directors as may be permitted under the Companies Act, 2013 as amended or replaced from time to time.
2. General composition and Board profile
3. • The Board of Directors of the Company shall have an optimum combination of executive and non-executive directors with at least one independent woman director and such other requirements to comply with various laws from time to time.

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CORPORATE GOVERNANCE MANUAL

• The Board believes that as a matter of policy, Independent Directors shall comprise of at least 50% of the Company's Board. This will not, however, prevent the Board from taking valid actions, if due to a temporary vacancy or vacancies on the Board, there are fewer than the intended proportion of Independent Directors. Any such vacancies shall be filled as soon as reasonably practicable.
• The Board also believes that it is useful and appropriate to have professional members of the management as Managing Director / Chief Executive Officer..
• Given the nature and global presence of the Company's business, it is important to consider diversity of thought, perspective, knowledge, skill, industry experience, cultural and geographical background, age, and gender, in the Board mix.
• Key attributes and expertise - The Board shall include qualified members who bring the required skills, competence and expertise that allow them to make effective contributions to the Board and its committees. The Board shall comprise of distinguished individuals with one or more following key attributes:
  o Extensive leadership experience for a significant enterprise, resulting in a practical understanding of organizations, processes, strategy and risk management. Demonstrated strengths in developing talent, planning succession, and driving change and long-term growth.
  o Experience in driving business success in markets around the world, with an understanding of diverse business environments, economic conditions, cultures, and regulatory frameworks, and a broad perspective on global market opportunities.
  o Proficiency in complex financial management, capital allocation, and financial reporting processes, financial controls or experience in actively supervising a principal financial officer.
  o Proficiency with capital markets. o Experience in legal matters.
  o Significant background in technology, resulting in knowledge of how to anticipate technological trends (digital / automation / artificial intelligence / cybersecurity / analytics), embrace disruptive innovation, and extend or create new business models.

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CORPORATE GOVERNANCE MANUAL

1. Significant background and demonstrated experience in matters involving human resources and defining / shaping people and organizational culture.

1. A history of leading growth through acquisitions and other business combinations, with the ability to assess 'build or buy' decisions, analyse the fit of a target with the
   Company's strategy and culture, accurately value transactions, and evaluate operational integration plans.

1. Service on a public company board to develop insights about maintaining board and management accountability, protecting stakeholder interests, awareness of the corporate responsibilities towards its lenders, customers, employees, suppliers, regulatory bodies, and the communities in which it operates and observing appropriate governance practices.

1. Experience in developing strategies to grow sales and market share, build brand awareness and equity, and enhance enterprise reputation.

o Knowledge and experience of building and leading sustainable organizations including;

• • Understanding the importance of the Environmental, Social, Governance ("ESG") goals, and how they should impact the board's role, composition and work processes.
  • Implementing ESG goals fully integrated into the strategy of the Company.
  • Guiding the reporting of ESG performance based on internationally recognized standards / frameworks.
• Brief profile of each member of the Board of Directors shall be disclosed in the
  Company's annual report and on the Company's website.

2.3 Independence criteria

The Board shall be comprised of majority of Directors who qualify as Independent

Directors ("Independent Directors") under the SEBI Listing Regulations and the

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