Board Meeting Details

Enabling comprehensive value creation

Communication with shareholders

• Shareholders are provided with an opportunity to participate, raise questions, and vote/electronically vote (in person/through proxies) in Shareholder meetings.
• Shareholders are adequately informed about declaration and payment of Dividend, TDS on dividend, transfer to IEPF, Demat, KYC updation, financial results, highlights of the financial results, etc.

Related Party Transactions

• All Related Party Transactions are approved by the Audit Committee and Material Related Party Transactions are approved by the Shareholders, as per the regulatory requirements.
• Certificate from an Independent Auditor (Transfer Pricing Auditors) to the effect that the Related Party Transactions entered into by the Company are in the Ordinary Course of business and on Arm’s Length basis, is obtained on a half yearly basis.
• Relevant disclosures are made to the Stock Exchanges on a timely basis.

Shareholder’s Handbook

• The Shareholders’ Handbook aims to inform shareholders about their rights, standard procedures and documentation requirements. It serves as an informal guide.
• The Shareholders handbook is updated from time to time with recent amendments in the regulations, and is available on the website of the Company at https://www. schaeffler.co.in/en/investor-relations/ disclosures/other-disclosures/.

Conflict of interest

• Policies and procedures are in place to disclose and avoid conflicts of interest involving Directors, Employees and Related Parties which helps prevent situations where Shareholders’ interests are compromised for personal gain. Annual affirmation is obtained from all the Directors and Senior Management in this regard.

Stakeholder engagement

• We acknowledge stakeholders’ rights as defined by law or mutual agreements and promote active collaboration to build a sustainable organization. We engage with internal and external stakeholders to develop our materiality matrix and define ESG governance factors.

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Supplier management

• Schaeffler prioritises sustainability by managing ecological, social, and economic impacts within its supplier network. Recognising challenges like climate change and resource scarcity, the Company aims to achieve climateneutral supply chains by 2040 through strengthened collaboration with suppliers and promoting sustainable practices in their own organizations.

Employee welfare

• Our business performance is a result of the dedication and passion of our employees. We focus on improving their well-being through our ‘We Care, We Act’ initiative.
• Employee townhalls and employee pulse surveys are conducted to improve employee participation in business and governance.

Investor engagement

• We believe in transparent communication with our Shareholders and communicate with them periodically.
• We interact with investors through Analyst/investor calls on a periodical basis.
• We organize the plant visits on timely intervals. The plant visits allow Shareholders to see the operations of the Company and is an opportunity for direct engagement with the Company management.

Whistle-blower policy

• A Whistle-blower Policy is in place for stakeholders to raise concerns regarding violations and potential violations of our code of conduct and applicable laws without any fear of retaliation.

Ownership structure

• Shareholding structure (Schaeffler Group: 74.13%, Public shareholding: 25.87%) is disclosed to the Stock Exchanges through quarterly filings, Annual Report and to the RBI as per the regulatory requirements. The Shareholder base has increased by ~6,000 Shareholders from last year with ~77,000 Shareholders as of FY24.

Financial and non-financial disclosures

• The Unaudited Financial Results are published on a quarterly basis and the Audited Financial results are published on an annual basis.
• Important highlights about the Financials are informed to Shareholders on quarterly basis through e-mail.
• Policies focusing on highest standards of Corporate Governance, such as Whistle-blower, Insider Trading, Nomination and Remuneration, Risk Management, Dividend distribution policy etc. are published on the Company website.
• Information on the remuneration of board members and key executives is published in the Annual Report.
• Material Related Party Transactions are disclosed with business rationale in the Annual Report.
• All the Company policies are available on the Company website at https:// www.schaeffler.co.in/en/investorrelations/corporate-governance/codesand-policies/

Company filings and quarterly disclosures

• We prioritise transparent communication and timely dissemination of information to all stakeholders, fulfilling our statutory obligations and filings promptly to uphold accountability and trust.
• Video recording and transcript of the Shareholders meetings held virtually are made available on the Company website at https://www.schaeffler. co.in/en/investor-relations/financials/ conference-call-transcripts/.
• Public announcements, press release, investor presentation, audio recordings and transcripts of analyst calls are filed with the Stock Exchanges and also made available on the Company website for the investors’ view.

Risk management

• Robust risk management process and framework which identifies, assesses, monitors, and reports risks that impact our business, e.g. financial, operational, sectoral, ESG, strategy, cybersecurity risks are evaluated and measures for Risk mitigations are formulated as per the Risk Management Policy of the Company.
• Risk Management Policy consisting Risk Framework is available on the Company website at https://www.schaeffler. co.in/en/investor-relations/corporategovernance/codes-and-policies/.

Transparent and objective disclosures

• Annual audit is conducted by an independent, competent and qualified auditor in accordance with high-quality auditing standards to provide an external and objective assurance to the Board and Shareholders about the Financial Statements.
• Structured evaluation criteria are in place for selecting of Statutory Auditors, which cover various aspects such as performance, independence, integrity, quality, skillset and experience amongst others.
• The Audit Committee reviews the statutory auditors’ performance and related aspects on a yearly basis.

Dividends and payout policies

• Dividend Distribution Policy is in place to guide our dividend distribution every Financial Year. The Company endeavour to consider a total dividend payout ratio in the range of 30% to 50% of the annual Standalone PAT during the year, as mentioned in the published Dividend Distribution Policy of the Company.

Board as a trustee

• The Board consists of distinguished professionals with diverse skills and experiences. It operates with complete information, good faith, due diligence and care, always prioritising the best interests of the Company and its shareholders. The Board exercises independent and objective judgement in corporate matters.
• As a good governance practice and to strengthen the independence of the Board, the role of Chief Executive Officer and the Chairperson are separated.
• Independent Directors hold separate meeting, without Executive Directors or senior company executives, to evaluate the Company’s and the Board’s overall performance.
• The Board reviews and provide guidance on corporate strategy, major plans of action, corporate governance, compliance framework, risk management policies and procedures, annual budgets and business plans. The Board sets performance objectives, monitors its implementation and corporate performance.

Board and committee composition

• 5 (Five) Board-level committees have adopted charters defining the roles and duties of each committee to support the Board in performing its functions.
• Committee mandate, composition and working procedures are well defined by the Board based on the specific skill requirements of each committee.

Performance review

• The Board regularly carries out evaluation to appraise its performance and assess whether it possesses the right mix of background and competences. The familiarisation and training programmes for Directors are conducted from time to time.
• The Nomination and Remuneration Committee, along with the Board, conducts performance evaluations for the Board of Directors, its committees and individual directors.
• The Board annually assesses the independence, integrity, expertise, and experience of Independent Directors to ensure these standards are met.

Succession planning

• The Board reviews and approves the adequacy of the Company’s policies, plans and procedures concerning succession planning in accordance with the recommendation of the Nomination and Remuneration Committee.