Shareholder Pattern ²

Our major stakeholders GIC, Sovereign Wealth fund of Government of Singapore and Abu Dhabi Investment Authority (ADIA), Sovereign Wealth fund of Government of Abu Dhabi , ORIX Corporation and Greenko Vetures Limited.

Greenko has well drafted set of principles, policies, structures leading to a strong and resilient corporate governance framework, that serve as a nucleus for carrying out the company’s business operations to meet financial, operational, and strategic objectives and also defines a mutual relationship between its shareholders, stakeholders and the Board. By adhering 100% to the framework, Greenko continues to enjoy enhanced stakeholder trust year on year and emerges to be a strong, viable, competitive and accountable corporation. The governance framework is crafted considering

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

Steering for the Long-Term ³

Greenko’s Vision and Mission are well aligned with the shareholder interests for accomplishing long term goals. To continue the focus on decarbonization, digitalization, and decentralization of the Energy System in India and harness all the value pools, Greenko cannot afford to be immobilized by the demands of quarterly results and focuses always on 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 ensures in promoting continuity and stability across the boardroom.

Best in the Board

Greenko’s Board ensures that its membership has the proper mix of skills and perspectives. To reaffirm this, the Board not only follows age term limits but also maintains gender and other diversity requirements. The Board critically reviews their composition and appropriate skill sets to promote ambitious growth of the company. The Board presently conducts internal evaluations 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’ campaign aims to provide shareholders equal opportunity to make decisions and make their voice heard in a reasonable way.

At Greenko, we follow the best corporate governance practices, as stated below:

• The Board comprises of knowledgeable directors who are highly qualified and competent, having relevant expertise in business operations. They have strong ethics and integrity, diverse backgrounds and skillsets, and sufficient time to commit to their duties.
• The Board identifies regularly the gaps in the list of directors, complement them with ideal qualities, characteristics and keeps an ‘evergreen’ list of suitable candidates to fill Board vacancies.
• Most of the directors are non- executive and some including the Chairman are independent.
• An engaged Board where directors’ question and challenge management decisions.
• Conducting familiarization programs covering the business, their duties, and the Board’s expectations; reserve time in Board meetings for ongoing education about the business and governance matters.
• Review Board mandates and undertake performance evaluation.

Define roles and responsibilities

Greenko conventionally adheres to following good governance principles:

• 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 and ‘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 it acts 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 and formulated a Whistle blower policy.

• Appointed a dedicated Director responsible for oversight and management of these policies and procedures.

• Evaluate performance and make principled compensation decisions

• Directors’ fee 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 strategically establishing the company’s risk tolerance mechanism, thereby 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 risks 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.

1(GRI 102-18, 102-19, 102-32) | 2(GRI 102-5, 102-7, 102-10) | 3(GRI 102-26)