Designation: Assistant Manager

Location: India Maharashtra One Unity Centre, Mumbai

Organization: Metals

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Job Purpose The Job purpose of the Dy. Board & PMO Management has been bifurcated as below: 1. Board Management:

The Board is at the core of the corporate governance system of the Company. The Board is committed towards compliance of sound principles of corporate governance and plays a crucial role in overseeing how the management serves the short and long-term interests of the members and other stakeholders. The Board works collaboratively to provide support and guidance to the management when necessary.

For the Company Secretarial function, the Board is the most crucial stakeholder. The Board delegates several powers to effectively oversee and execute its duties to various Committees. Adherence to the norms, requirements and compliances relating to the Board piece is utmost critical. The role is required to assist the Lead: PMO and Board Management and Company Secretary/Compliance Officer of the Company to effectively execute / manage / convene / host and conduct the meetings of the Board, Committees and the Directors in a thorough professional way and demands a certain level of prudence, persuasion and adept soft / communication skills in addition to the functional knowledge.

The role includes operational activities relating to the drafting of the required documents for efficient conduct of meetings, directors’ management, collating and producing of information from the widespread reach of the Company, its locations [more than 28+ locations, 68+ subsidiaries and Corporate functions]

In the wake of various amendments and the advent of new statutes, the role also demands consistent adaptability and the wherewithal to put in place various mechanisms to enable achieving the Governance standards the size, stature and repute of a Company like Hindalco demands.

2. PMO Management:

The Project Management Office is the key area to assist the Lead: PMO & Board Management to effectively Company Secretary to administer and execute the latter’s role effectively by assisting in handing / managing / administering the activities that are required to ensure that the overall health of the function is stable and sustainable.

Key Result Areas/Accountabilities:

Key Result Areas/Accountabilities

Supporting Actions

Handle / Manage Meetings of:

- Board of Directors,
- Audit Committee,
- Nomination & Remuneration Committee,
- Stakeholders’ Relationship Committee,
- Corporate Social Responsibility Committee,
- Prevention of Insider Trading Committee,
- Finance Committee,
- Capital Raising Committee [For issuance of instruments in the Capital Market]

~ 30-35 meetings held during a given Financial Year collectively [Board, AGM & Committees] Pre-Meeting Activities:

- Assist Lead: PMO & Board Management in creating of an annual Board calendar to be sent out to the Directors in consultation with the CFD, MD, CFO and Chairman Office,
- Collate the information for the meetings from locations, Subsidiaries and Corporate functions,
- Drafting of Agenda and Supporting Papers,
- Drafting of requisite documents for conducting Pre-Board with CFO and MD;
- Drafting of the Notice and Agenda for the meetings,
- To collate and prepare the details the RPT related documents to be placed before the Audit and Board.
- To co-ordinate in inviting the Unit Heads to the meetings in case of a fatal accident,
- To arrange the Accommodation, logistics and other requirements of Directors visiting for the meeting are taken care of,
- To assist the Lead:



PMO & Board Management that all matters required statutorily and basis the needs of the Company are included in the agenda,

During the meeting:

- To arrange the logistics before the meeting,
- Attend the Directors attending the Board Meeting at venue;
- Assist the Directors facing any difficulty who are joining the Meeting via online for resolving any technical difficulties;
- Assist the Lead: PMO & Board Management and Company Secretary and Compliance Officer to manage the Board meetings and conduct the meetings in his/her absence,
- To record the proceedings of the Meeting

Post the meeting:

- To manage the payment of Sitting Fees to the Directors attending the Meeting;
- To manage the Payment of Commission to the Non-Executive Director of the Company;
- Drafting of Minutes of the Meeting of Board and Committees;
- To arrange for the signature of the Minutes of Meeting of Board and Committees;
- To maintain the records of the Minutes of the Meeting of Board and Committees and ensuring the same is digitized

Publishing / Printing of Integrated Annual Report

- To assist the Lead: PMO & Board Management for monitoring and ensuring the publishing / printing of the integrated annual report,
- To draft Board Report and AGM Notice of the Company;
- To assist the Lead: PMO & Board Management in ensuring / overseeing all relevant content are finalized within the required time frame and provided to the Printer / Typesetter / Agency for printing / publishing,
- To assist Lead: PMO & Board Management in Preparation of the Flip book for the Integrated Annual Report;
- To ensure the Integrated Annual Report and Flipbook is uploaded on the website of the Company

Annual General Meeting

- To assist the Lead: PMO & Board management in liaising with the RTAs and IT for facilitating the webcasting of AGM,
- To arrange the accommodation and logistics for Directors in case of physical meetings,
- To draft the documents relating to AGM including Proceedings, Chairman Speech, Fact Sheets, FAQs etc. for the Chairman/MD/ CFO and other directors,
- To draft the Minutes of Annual General Meeting of the Company;
- To ensure the Minutes of Annual General Meeting is signed by the Chairman;
- To maintain the records of the Minutes of Annual General Meeting of the Company and Digitize the same;

General Authorization & Powers of Attorney

- To draft authorizations are in place and provided to the relevant officers of the Company by way of:
- General / Specific Powers of Attorney,
- Authorization letters,
- Board Resolutions,
- Finance Committee Resolutions.
- To Draft the Power of Attorney for the relevant officers of the Company;
- To maintain the records of the Power of Attorney issued by the Company;
- To assist the Lead: PMO & Board Management in ensuring to maintain a repository for record keeping of the POAs.

Compliances relating to the Board of Directors To ensure all compliances with regard to the Board of Directors:

- To assist the Lead: PMO & Board Management in ensuring the Board and Committee composition at all times in consonance with the Companies Act and SEBI Regulations,
- To Assist the Lead: PMO & Board Management about relevant candidatures for potential independent Directors,
- To assist Lead:



PMO & Board Management in ensuring facilitation for appointment of Directors as the Owners/Occupiers as required under various laws such as Factories Act / Mines, Mining and Development, Explosives Act etc.
- To draft the Annual Disclosures under the Companies Act, SEBI Listing and Insider Trading Regulations, Code of Conduct, Banking Agreements etc.,
- To ensure the Notice of Interests of Directors and KMPs are placed at the Meeting of Board;
- To arrange for the availability of Executive Director for DIR- 3/KYC and other KYC of directors,

Audit To assist the Lead: PMO & Board Management in Audit with regards to:

- Appointments, Reappointments of Statutory, Cost, Internal and Secretarial Auditors and Scrutinizer,
- Statutory Audit relating to Board and Committee matters,
- Internal Audit presentations at Half yearly Audit Committee meetings,
- Cost Audit Report adoption at Board and Audit Committee,
- Approval of the Secretarial Audit Report and support thereto,
- Audit support for the Corporate Governance Report forming part of the Annual Report,
- To arrange for certifications by the statutory auditors for matters / other services under S. 144 of the Companies Act, 2013.

Special Projects & PMO Activities Assist the Lead: PMO & Board Management with the Special and administrative matters and Projects. PMO activities would include activities including but not limited to:

- Ensure all POAs are in place
- To working in aiding in the issuance of the Commercial Papers as and when they arise,
- To co-ordinate for creation of Digital Signature Certificates of Executive Directors, Company Secretary.
- To assist Lead: PMO & Board Management in arranging the Plant Visits for Directors and within the function,
- To arrange the Stamp papers and notary related activities,
- To work on the Special Projects relating to land and Archival or any other project at Company Level or Group Level as and when it comes,
- To assist Lead: PMO & Board Management in team building and Team calls and other allied activities,

Subsidiary Companies of Hindalco

- To assist the Lead: PMO & Board Management in replicating and adoption of the governance practices followed for the Hindalco Board meetings over to all the subsidiaries of Hindalco.

Governance 2.0 in relation to the Board matters and benchmarking

- To assist Lead: PMO & Board Management in ensuring the best governance practices befitting the size and stature of Hindalco are being adopted at all times by way of attending / participating in various trainings, workshops, seminars, panel discussions etc.
- To assist Lead: PMO & Board Management in ensuring that all the amendments that may arise from time to time are being implemented with an aim of elevating the governance practices at all times,
- To assist Lead: PMO & Board Management in ensuring in collaborating within the eco-system of the function to the new amendments provisions to facilitate on the Board deliverables,
- To assist Lead: PMO & Board Management in ensuring adequate systems / processes are in place or created to ensure adherence to recent provisions.
- To assist Lead: PMO & Board Management in ensuring Benchmarking with industry, Group for Governance practices for Board matters to attain governance excellence.

Creation of Repository and Archival / Digitization / Automation of Board related information

- To assist Lead: PMO & Board Management in ensuring creation of an automated repository for Directors’ database system,
- To assist Lead: PMO & Board Management in ensuring Digitization / Automation of Documents such as Minutes dating back to the inception of the Company in 1958 [~ 65 years],
- To assist Lead: PMO & Board Management in ensuring creation of a repository for General Powers of Attorney and Authorizations.

📌 Dy. Lead - Board Management (Maharashtra)
🏢 Aditya Birla Group
📍 Maharashtra