Good governance for sustainable growth

Independent Directors

The current composition of our Board is represented equally by Independent and non-Independent Directors. In addition to the Board and committees’ meetings, the Independent Directors also meet without the presence of other members of the Board or members of the Company’s Management. At such meetings, the Independent Directors discuss a wide range of subjects, including, but not limited to, review of performance of non-Independent Directors, as also themselves, including the Chairman of the Board and the Board as a whole. They also discuss the quality, quantity, and timeliness of the flow of information between Company’s Management and the Board. In addition to these formal meetings, interactions outside the Board meetings also take place between the Chairman and other Independent Directors.

Oversight of ESG matters

The Board reviews all ESG-related matters with the Executive Management team as part of the quarterly Risk Management Committee meetings and in full Board meetings.

Oversight of internal controls

Our Board of Directors, on a regular basis, evaluate the efficacy of our internal controls and have played a pivotal role in enhancing the overall internal audit function; thereby ensuring that it commensurate with the scale of our operations and that our internal controls are future ready.

Our Board provides required oversight through various committees. The details are provided below:

Audit Committee

•To oversee the financial reporting process and ensure transparency, correctness, and credibility of financial statements.

• To review the quarterly, half-yearly, and annual financial statements before submission to the Board for approval.

• To evaluate compliance of internal financial controls and risk management systems.

• To recommend appointment, remuneration and terms of appointment of auditors of the Company, and review performance of statutory and internal auditors.

• To approve transactions of the Company with related parties or subsequent modification therein.

• To review and oversee the functioning of the whistle blower/vigil mechanism.

• To recommend policies in relation to prohibition of the Insider Trading Code, and supervise implementation of the same.

• To consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation and so on, on the Company and its shareholders.

• Review of tax and non-tax litigations.

Nomination and Remuneration Committee

• To identify qualified persons to become Directors and those who may be appointed to Senior Management positions, as per the criteria laid down by the NRC and recommend their appointment and/or removal to the Board.

• To formulate criteria for evaluation of Directors, the Board and its committees.

• To decide the overall compensation structure/policy for the employees, Senior Management and Directors of the Company, and recommend to the Board all remuneration in whatever form, payable to the Senior Management.

• To devise a policy on the Board’s diversity and succession planning.

• To oversee familiarisation programmes for Directors.

• To administer and superintend the ESOS, including, but not limited to, the formulation of detailed terms and conditions of the ESOS.

• To approve the grant of options and allot shares against the options exercised in terms of ESOS of the Company to the eligible employees/ex-employees/ Directors of the Company, from time to time.

Corporate Social Responsibility Committee

• To oversee CSR and other related matters, as may be referred to it by the Board, and discharge the roles as prescribed under Section 135 of the Companies Act.

• To lay down the scope of CSR activities that can be undertaken by the Company.

• To recommend the amount to be incurred on such activities as per Schedule VII of the Companies Act.

• To review the Business Responsibility and Sustainability Report (BRSR) and recommend the same to the Board for approval.

• To monitor the CSR Policy of the Company.

• To institute a transparent monitoring mechanism for implementation of CSR activities.

• The CSR Policy adopted by the Company is uploaded on the Investor Relations section on IndiGo’s website.

Stakeholder Relationship Committee

• To look into various aspects of the interests of shareholders, including the resolution of their grievances, if any, relating to transfer/transmission of securities, non-receipt of annual report, non-receipt of declared dividends, and dematerialisation/rematerialisation of securities.

• To look into other matters relating to shareholders/ investors, including issues related to general meetings.

• To review various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends, if any.

• To ensure timely receipt of dividend warrants/annual reports by the shareholders of the Company.

Risk Management Committee

• To formulate a detailed Risk Management Policy which shall include:

– A framework for identification of internal and external risks faced by the Company, in particular including financial, operational, sectoral, sustainability (particularly, ESG-related risks), information, cyber security, or any other risk as may be determined by the RMC.

– Measures for risk mitigation, including systems and processes for internal control of identified risks.

– Business continuity plan.

• To periodically review the risk management policy, at least once in two years, including considering the changing industry dynamics and evolving complexity.

• To identify, in consultation with business, review and discuss the key risks facing the Company, including but not limited to, financial, operational, sectoral, sustainability (particularly, ESG-related risks), information, cyber security, regulatory, reputational and any other risks as may be determined by the RMC.

• To ensure that appropriate methodology, processes, and systems are in place to monitor and evaluate risks associated with the business of the Company.

• To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems.

• To address risk management-related issues as may emerge in internal audits.

• To keep the Board informed about the nature and content of its discussions, recommendations, and actions to be taken.

• To review the appointment, removal, and terms of remuneration of the Chief Risk Officer (if any).

• To coordinate its activities with other committees (mainly Audit Committee), during instances of any overlap with activities of such committees, as per the framework laid down by the Board.

• To review Reports on Environmental, Social, and Governance (ESG) and Business Responsibility and Sustainability Report (BRSR), and oversee the implementation of ESG and Sustainability measures in the Company.