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ABOUT THE REPORT

LEADERSHIP SPEAKS

FY 2019-20 PERFORMANCE SNAPSHOTS

GREENKO TODAY

Balancing Value – Governance Framework

Framework for
Sustainable value

Performance-Based
Value Creation

VIEW REPORTS

Strategic Orientation and Supervision

Greenko Energy Holdings together with its subsidiaries (“Greenko Group”) is in the business of owning and operating clean energy facilities in India. Greenko Energy Holdings Board is constituted by representatives from GIC, ADIA, the founders and independent directors.

In GIC, we believe that companies with good sustainability practices will generate better risk-adjusted investment returns over the long term, and that this relationship will strengthen over time. With the general direction of economies towards net zero carbon emission, the Greenko leadership team has done well in positioning the company sustainably. By focusing on key ESG issues, and staying ahead through continuous innovation as demonstrated by Greenko’s journey to date, we are confident in the company’s ability to grow and sustain its performance.

Mr. Boon Chin Hau

(Board Director)

The corporate governance framework at Greenko is a set of practices and structures through which the company manages business affairs and works to meet its financial, operational, and strategic objectives to achieve longterm sustainability. Through adherence to best practices and principles of corporate governance, Greenko will continue to enjoy stakeholder trust and be a strong, viable competitive corporation accountable to stakeholders. The governance framework is crafted considering

  • The nature of the business
  • The company’s size and stage of development
  • Availability of resources
  • Shareholder expectations and
  • Legal and regulatory requirements.

The Governance Framework at Greenko is structured based on the following principles:

1

Ethical approach – culture, society; organizational paradigm

2

Balanced objectives – congruence of goals of all interested parties

3

Each party plays its part – roles of key players: shareholders/directors/ staff

4

Decision-making process in place – reflecting the first three principles and giving due weight to all stakeholders

5

Equal concern for all stakeholders – albeit some have greater weight than others

6

Accountability and transparency – for all stakeholders

The Greenko governance framework has the following salient elements’

Steering for the Long-Term

The vision and mission of the company are long-term, and the shareholder interests too are aligned for the long-term. To continue a focus on decarbonization, digitalization, and decentralization of the Energy System in India and harness all value pools, Greenko cannot afford to be immobilized by the demands of quarterly results. Thus, the group’s focus of deliberations and communication is about long-term goals, such as market share targets, percent of revenue from new markets, besides quarterly earnings guidance. Greenko follows a staggered representation of the board and this promotes continuity and stability in the boardroom.

Best in the Board

Greenko’s Board ensures that its membership has the proper mix of skills and perspectives. To ensure this, the Board not only follows age limits and term limits but also gender and other diversity requirements. The Board takes a hard look at their composition and whether the skill set is appropriate for the company and its ambitions for growth. The Board presently has internal evaluations conducted by the chairman or lead director and process design for reviews involving grading directors on various company-specific attributes.

Orderly Voice to Shareholders

Greenko’s executive directors would campaign hard for their point of view but leave the decision to the shareholders and guarantee a reasonable process whereby shareholders get to decide.

Further at Greenko, we follow the best corporate governance practices, as below:

  • Greenko Board comprises of knowledgeable directors, have expertise relevant to the business and are qualified & competent, have strong ethics and integrity, diverse backgrounds and skillsets, and sufficient time to commit to their duties.
  • Regularly, the Board identifies gaps in the list of directors, complement the ideal qualities, characteristics and keep an “evergreen” list of suitable candidates to fill Board vacancies.
  • Most of the directors are nonexecutive and some including the chairman are independent
  • An engaged Board where directors question and challenge management
  • Conducting familiarization programs covering the business, their duties, and the Board’s expectations; reserve time in Board meetings for on-going education about the business and governance matters.
  • Review Board mandates and undertakes evaluation of performance.

Define roles and responsibilities

Further the following good governance practices are adhered to at Greenko:

  • Written mandates for the Board and each committee setting out their duties and accountabilities.
  • Delegation of certain responsibilities to committees such as audit, nomination, and remuneration & “special committees” formed to evaluate proposed transactions or opportunities.
  • Written position descriptions for the Board Chair, Board committees, the CEO, and executive officers.
  • Separation of the roles of the Board Chair and the CEO: The Chair leads the Board and ensures its acting in the company’s long-term interests; the CEO leads management, develops and implements business strategy, and reports to the Board.

Emphasize integrity and ethical dealing

  • Adopted a conflict of interest policy and a code of business conduct setting out the company’s requirements and process to report and deal with non-compliance & formulated a Whistleblower policy.
  • Made a director responsible for oversight and management of these policies & procedures.

Evaluate performance and make principled compensation decisions

  • Directors’ fees structure does not conflict with the director’s independence or discharge of his/her duties.
  • Measurable performance targets for executive officers (including the CEO) to regularly assess and evaluate their performance against set standards, and align compensation to performance.
  • Establish a Compensation Committee comprising of independent directors to develop and oversee executive compensation plans.

Effective Risk Management

  • The Board is responsible for strategic leadership in establishing the company’s risk tolerance and developing a framework and clear accountabilities for managing risk. It reviews, by itself or by anointing external independent parties, the adequacy of the systems and controls in place to identify, assess, mitigate, and monitor risk and the sufficiency of its reporting.
  • Directors are responsible for understanding the current and emerging short and long-term risks the company faces and its performance implications. Management’s assumptions are often challenged, and the adequacy of the company’s risk management processes and procedures are assessed.

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