The appointment of Yasir Al Rumayyan has no connection with the contemplated transaction with Saudi Aramco, Reliance Industries Limited (RIL) said.
RIL has been and shall continue to adhere to the best practices of Corporate Governance in all matters including appointment of independent directors, the company said in a communication to proxy advisory firms.
RIL said Yasir Al Rummayyan is an accomplished global business leader. He is the Non-Executive Chairman of Saudi Aramco (SA). His experience encompasses over 25 years working in some of Saudi Arabia's prominent financial institutions, including as the Governor of the Public Investment Fund of Saudi Arabia.
The track record encompasses international business and governance experience, expertise in finance, global energy industry and insights on emerging technology-led business models.
"This will help strengthen the Board's diversity and skill-sets and benefit Reliance through the transition from oil to chemicals and the aim to achieve Net Carbon Zero by 2035. The appointment Yasir Al Rumayyan has no connection with the contemplated transaction with Saudi Aramco", RIL said.
Further, as approved by the shareholders, the O2C business of RIL is being spun off to a subsidiary and as per the terms of the proposed transaction, Saudi Aramco will participate in the equity of the O2C subsidiary. The O2C Subsidiary Board may have nominees of Saudi Aramco to protect its interest.
"Any material change in circumstances at any time which may affect the status of a member of the Board as an Independent Director is reviewed and appropriately acted upon by the HRNR committee. Further, it is a practice in RIL that any director who is deemed interested recuses himself/herself from participating in the relevant agenda item", RIL said.
Reliance Industries Limited (RIL) Board, based on the recommendation of the Human Resources, Nomination and Remuneration (HRNR) Committee and pursuant to the provisions of Section 161 (1) of the Companies Act, had approved the appointment of Yasir Al Rumayyan as an Additional Director, designated as an Independent Director. This was also announced at the AGM held on June 24, 2021. The appointment has taken effect from July 19, 2021 for a term of 3 years.
The law (Indian Companies Act, 2013) and the regulations prescribed by SEBI, the Indian Securities Regulator, lay down stringent criteria for independence for appointment as independent directors of a listed company like RIL.
Yasir Al Rumayyan satisfies everyone of this criteria laid down in the law and regulations. The HRNR Committee of the Board of Directors consists of 4 Independent Directors out of the total strength of 5.
The Committee, based on interaction with Yasir Al Rumayyan and considering his versatile experience, after satisfying itself that he meets the criteria for independence, made a unanimous recommendation to the Board for his appointment as an Independent Director. This was in turn unanimously approved by RIL Board which consists of 50 percent independent directors, RIL said.
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