Regulation 25 (7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Re-quirements) Regulations, 2015 requires that
the Independent Directors should, inter alia, be familiarised with the nature of the industry in which the company operates, business model of the
company and their roles, rights and responsibilities. Accordingly, the Independent Directors of ICICI Securities Primary Dealership Limited (‘the Company’)
are provided with every opportunity to familiarise them-selves with the strategy, industry overview, performance, key regulatory developments and on their roles,
rights and responsibilities as a Director of the Company.
Induction Programme
Induction programmes are organised for every new Director, wherein the Director is given an overview of the Company, its vision and mission, the industry in which it operates,
its business, strategies, risk management, organisation structure and other areas of relevance. The Director is also briefed on the regulatory requirements and legal
and statutory provisions which the Director is required to be aware of.
At the time of induction of Directors on the Board, the Directors are provided with various declarations and submissions required to be made to the Board and key information/policy
documents such as Group Code of Business Conduct & Ethics, Terms of reference of the respective Committees of which a Director is a Member, etc. A detailed letter
informing the terms and conditions of appointment, stating the roles, rights and responsibility in line with the requirements of Companies Act, 2013, is also provided to the Independent Directors.
Familiarisation programmes during FY2022
During FY2022, various presentations were made at the Board and its Committee meetings.
Independent Directors in their capacity as members of various Committees of the Board are taken through presentations on economic outlook,
new business initiatives, updates on information technology and various risk indicators.
At the strategy Board meeting, the Independent Directors were apprised about industry and overview, historical performance, key focus areas,
compliance & risk framework, trading strategy, emerging opportunities etc. About 3 hours have been spent by the independent
Directors on the above familiarisation during FY2022 (Post applicability of SEBI (Listing Obligations and Disclosure Requirements)(Fifth Amendment) Regulations, 2021).
Familiarisation programmes during FY2023
Presentations are made at quarterly Board Meetings covering updates on performance review, strategy and key regulatory developments.
An exclusive meeting of the Board to discuss the strategy of the Company is convened which covers business/regulatory environment & future strategy of the Company,
financial performance, new business initiatives and provides updates on emerging developments in the economy,
financial and Information Technology sectors and focus areas for the future.
The Independent Directors are also Members of various Committees and at each Committee meeting, they are presented with necessary information to enable them to review and
grant approvals as per the terms of reference of the Committee. Presentations are made at Committee meetings which, inter alia, cover specific market overview,
highlights of business performance, market developments and key risk indicators, etc. A pre-briefing is organised for the Committee members to brief them on
the significant aspects of the agenda, wherever required. The Directors are also regularly kept informed about the key regulatory developments pertaining to Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013.
Considering all of the above, about 2 hrs 15 minutes were spent by the independent Directors during FY2023 on the familiarization programme and cumulatively 5 hrs 15 minutes.
Familiarisation programmes during FY2024
Presentations are made at quarterly Board Meetings covering updates on performance review, strategy and key regulatory developments. An exclusive meeting of the Board to discuss the strategy of the Company
is convened which covers business/ regulatory environment & future strategy of the Company, financial performance, new business initiatives and provides updates on emerging developments in the
economy, financial and Information Technology sectors and focus areas for the future.
The Independent Directors are also Members of various Committees and at each Committee meeting, they are presented with necessary information to enable them to review and grant approvals
as per the terms of reference of the Committee. Presentations are made at Committee meetings which, inter alia, cover specific market overview, highlights of business performance,
market developments and key risk indicators, etc. A pre-briefing is organised for the Committee members to brief them on the significant aspects of the agenda, wherever required.
The Directors are also regularly kept informed about the key regulatory developments pertaining to Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Companies Act, 2013.
Considering all of the above, about 9 hrs 15 minutes were spent by the independent Directors during FY2024 on the familiarization programme and cumulatively 14 hrs 15 minutes.
Familiarisation programmes during FY2025
Presentations are made at quarterly Board and Committee Meetings covering updates on performance review, specific market overview, risk indicators, strategy
and key regulatory developments. The Independent Directors are also Members of various Committees and at each Committee meeting, they are presented with
necessary information to enable them to review and grant approvals as per the terms of reference of the respective Committee.
A pre-briefing is organised for the Committee members to brief them on the significant aspects of the agenda, wherever required.
An exclusive meeting of the Board to discuss the strategy of the Company is convened which covers business/ regulatory environment and future strategy of the Company,
financial performance, new business initiatives and provides updates on emerging developments in the economy, financial and Information Technology sectors and focus
areas for the future.
Induction programs for new Independent Directors are conducted where various functional heads of the Company brief the newly inducted Independent Directors on the
different aspects of the business as well as important support functions of the Company.
An Independent Director (Chairman of the Audit Committee) had attended conference organized by Reserve Bank of India for the Statutory Auditors (SAs),
MD/CEOs and Heads of Audit Committee of Board of Non-Banking Financial Companies (NBFCs).
Considering all of the above, about 17 hrs 30 minutes were spent by the independent Directors during FY2025 on the familiarization programme and
cumulatively 31 hrs 45 minutes.