On 13th February 2014, SEBI Board approved the following proposals, which will take effect from Oct 1, 2014: (i) Exclusion of nominee Director from the definition of Independent Director (ii) Compulsory whistle blower mechanism (iii) Expanded role of Audit Committee (iv) Prohibition of stock options to Independent Directors (v) Separate meeting of Independent Directors (vi) Constitution of Stakeholders Relationship Committee (vii) Enhanced disclosure of remuneration policies (viii) Performance evaluation of Independent Directors and the Board of Directors (ix) Prior approval of Audit Committee for all material Related Party Transactions (RPTs) (x) Approval of all material RPTs by shareholders through special resolution with related parties abstaining from voting (xi) Mandatory constitution of Nomination and Remuneration Committee. Chairman of the said committees shall be independent. (xii) At least one woman director on the Board of the company (xiii) It has been decided that the maximum number of Boards an independent director can serve on listed companies be restricted to 7 and 3 in case the person is serving as a whole time director in a listed company.

HOW CAN RISKPRO HELP

1. Riskpro can develop your Whistle Blower Policy and related code of conduct, ethics policy and fraud risk management policies. 2. Review of corporate governance framework and suggestions for enhancement. 3. Riskpro has a large database of Independent Directors from different industries who can come on board and help the company to grow. these resources can also be used as advisors, consultants or just as directors on the Board. 4. Board Evaluation and Training - Best practices in Corporate Governance suggests that it is important to have regular board evaluation and trainings. 5. Board performance evaluation is one of the most important elements of a good Corporate Governance. The Board evaluation process is designed to provide Directors with an opportunity to examine board effectiveness and make suggestions for improvement.