1. Philosophy

ATLAS believes “Corporate Governance” is about commitment to values and about ethical business conduct. It is about how an organization is managed. This includes its corporate and other business structures, its culture, policies and procedures which ensures that the Company is managed in a manner that meets stakeholder’s aspirations and societal expectations.

2. Governance Structure:

2.1 Board of Directors (Board)

Corporate Governance is the primary responsibility of the Board as a group. The Board performs its duties with the support of managerial staff.

As part of its Corporate Governance as part of its core responsibilities it shall-

1. Seek and facilitate the exercise of shareholder rights and ensure equitable treatment of all the shareholders, including minority and foreign shareholders;
2. Ensure timely and accurate disclosure of all material facts including financial situations, performance, ownership and governance of the company;
3. To ensure the highest standards of corporate governance the Board is active and well-informed and as furtherance to this , facilitate and ensure that the independent directors of the company perform their role effectively as a Board Member and also as Member/s of the Board Committee;
4. Ensure that Non-Executive Directors perform the pivotal role of imparting the right balance to the Board process by bringing an independent perspective and judgment to bear on issues related to strategy, performance, resources, standard of business conduct and ethics, etc.
5. Ensuring a transparent board nomination process with the diversity of thought, experience, knowledge, perspective and gender on the Board;
6. Monitoring the effectiveness of the Company’s governance practices and making changes if needed;
7. Monitoring and reviewing Board Evaluation framework;
8. Monitoring and managing potential conflicts of interest of management, board members and shareholders, including misuse of corporate assets and abuse in related party transactions.
9. In respect of the properties and assets of the Company the Board act as Trustees.

2.2 Committees of the Board

A substantial portion of the analysis and work of the Board is done by standing Board Committees. The Board has established the following Board Committee: Audit Committee, Nomination & Remuneration Committee and   Stakeholder’s Relationship Committee. The Board may from time to time, establish or maintain additional committees as necessary and appropriate.

Committee Members will be appointed by the Board with consideration of the desires of individual directors and as per the requirements as mandated under the Companies Act 2013 read with the stock exchange listing agreement as amended from time to time.

The Board considers that rotating committee members periodically would be beneficial to the Company and members concerned, but the Board does not feel that rotation should be mandated as a policy at the present moment.

Each committee has its own charter. The Charter sets forth the purpose, goals and responsibilities of the committees, committee structure and other procedural aspect.

The Board shall have the following Committees whose terms of reference shall be determined by the Board from time to time:

Audit Committee: To provide assurance to the Board, inter alia on the financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible and ensure compliance with listing and other legal requirements related to financial statements.

Nomination & Remuneration Committee  : To recommend to the Board inter alia(i) identify persons who are qualified to become directors and who may be appointed in senior management and (ii) Formulate policies for compensation terms for Executive Directors , Key Managerial Personnel and the senior management(one level below the Executive Directors, including the functional heads)

Stakeholders Relationship Committee: To oversee redressal of shareholder and investor grievances, and, inter alia, approve sub-division / consolidation / issue of duplicate share certificates, transmission of shares and issue & allotment of shares upon exercise of Options under the Company’s Employee Stock Option Schemes.

The Composition of the aforementioned Committees shall be as under: