The Max Group is committed to superior Corporate Governance and recognizes that in today’s environment, it is a critical driver for achieving excellence, attracting high-quality talent, and optimizing capital allocation across the Group. To ensure strong discipline in capital management, robust performance management of the business, and sustained value creation across all stakeholders, the Group embarked upon a journey over the last few years to implement a comprehensive governance framework across the Group. The framework entailed the implementation of various transformational initiatives across three key facets of governance:
Boards in each of the Group’s operating companies have been re-configured to create the right composition by having an ideal number of independent directors, ensuring diversity with respect to functional and industry expertise, having an active and engaged lead director on each Board and separating the role of the CEO and the Chairman. In addition, a clear role for the Board has been articulated in areas such as strategy formulation, monitoring financial health, leadership development, risk management and succession planning.
Board Processes such as on-boarding of directors, Board education and business engagement, enabling independence, code of conduct/ behaviour etc. Key operational aspects such as ensuring a comprehensive and well-balanced meeting agenda, timely and adequate information flow to the Board, inviting external speakers to address the Board are in place to ensure that its time is spent optimally on all critical areas of the business. To enable this, detailed SOPs (Standard Operating Procedures) including content templates and timelines have been created and rolled out so that the information provided to the Board is comprehensive, crisp and relevant for strategic discussions. While conducting Board meetings, as a principle, all material matters considered by the Board are reviewed by specific sub-committees composed of Directors who can add value to, and are specifically qualified for the particular sub-committee. In addition, these sub-committees composition ensures the right balance between executive, non-executive and independent Directors. Detailed charters are published for every sub-committee of each Board.
To enhance “Board Effectiveness” and assess the performance of the Board, an annual evaluation of the Board members is conducted and inter-Group Board movements are effected to ensure that each Board is well-equipped and engaged to take the right decisions for the business. Various mechanisms have been implemented to improve the performance of the Board, which involve establishing clear standards of conduct and behaviour, setting a calendar of key governance interventions (strategy setting sessions, risk management sessions), consequence management etc.