Find below our list of policies
The Company has been handed over by the various stakeholders in trust and the Board of Directors are the trustees of these stakeholders and owe a responsibility to ensure that the organisation is managed in a manner that protects and furthers the interest of our stakeholders.
At the core of Corporate Governance is the role of the Board of Directors in overseeing how management serves the long-term interests of shareowners and other stakeholders. An active, informed, independent and involved Board is essential for ensuring Bayer's integrity, transparency and long-term strength.
The Code of Conduct for Directors was approved and adopted by the Board at its meeting held on March 24, 2005 and amended on May 30, 2014. Further, the code was revised by the board with effect from February 11, 2021.
The success of the Bayer Group is based on many factors. Among the most important – along with our technical expertise - is our employees’ sense of responsibility. Bayer is committed to conducting its operations not only in compliance with law but also according to ethical principles as our success is also very much the result of our values, which we are constantly working to reinforce and communicate to our employees, shareholders and clients.
The Code of Business Conduct applicable to all employees of the Company was approved by the Board at its meeting held on April 24, 2005 and was disseminated to all employees.
The Company has also rolled out the Corporate Compliance Training Programme to all employees of the Company to increase the standards of compliance and governance.
Bayer Group has a tradition of conducting business based on certain values, principles and beliefs as also keeping in mind the commitment of our Group towards effective and efficient Corporate Governance. The objective of the document enclosed is to explain the code of conduct and code of fair disclosure to regulate, monitor and report trading by Insiders (‘Code of Conduct') in securities of our Group Companies. You would appreciate that no code of conduct can be exhaustive in nature and hence all employees of the Group are expected to observe the spirit behind this document.
The Code of Conduct in line with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 was adopted by the Board of Directors of the Company on May 15, 2015. In order to facilitate operational convenience as well as better monitoring, the same has now been amended and adopted by the Board of Directors of the Company at its Meeting held on May 24, 2017. The Board of Directors have further amended the Code with effect from 1st April, 2019 and later revised it with effect from 1st April, 2021.
Bayer CropScience Limited has always been committed to good Corporate Governance practice. The Board of Directors has adopted this Policy with regards to Related Party Transactions (“RPT”) upon recommendation of the Audit Committee.
The Company recognizes that Related Party Transactions can present potential or actual conflicts of interest or the perception thereof. Therefore, the Board has adopted this Policy to set forth the procedures under which transactions with Related Parties shall be reviewed for approval or ratification in accordance with the set procedures as set forth in the Policy. Further, the RPT Policy has been updated with effect from February 2, 2018 considering the amendments that have occurred in the relevant sections of the Companies Act, 2013 as well as SEBI Regulations over the last three years. The Policy was reviewed and amended by the Board with effect from February 11, 2021 and March 24, 2022.
Pursuant to Section 178 of Companies Act, 2013 read with Regulation 19 of the SEBI Listing Regulations and amendments thereof, the Company had existing policies in place w.r.t Nomination & Remuneration as well as Performance Evaluation, further, with an aim to review the said policies in order to incorporate the necessary amendments to the laws as applicable as well as to make a comprehensive policy, it was proposed to consolidate the following three policies into one Policy.
A) Policy on Nomination & Remuneration
B) Policy on Performance Evaluation
C) Policy on Board Diversity.
The Consolidated policy was approved and adopted by Board at its meeting held on February 11, 2021. It shall subsume and supersede the existing policies of the Company from the date of its adoption and approval. The Consolidated Policy is broadly divided into three parts as given below:
• Part A – Nomination & Board Diversity: Includes the various attributes that the NRC may consider while nominating a Board member including diversity in experience, expertise, culture, skills and geographical background, gender etc.
• Part B – Performance Evaluation: This lays down the various parameters and criteria on which the Board and Individual Directors will be evaluated as well as the manner of evaluation.
• Part C- Guidelines for Determining the Remuneration of the Executive Directors, Key Managerial Personnel & Senior Management of the Company.
The Policy is framed in accordance with the requirements of Regulation 9 and 30 (8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).
The Listing Regulation requires the Board of Directors of the Company to frame a Policy for Archival & Preservation of Documents (“Policy”) classifying them into two categories:
- Documents whose preservation shall be permanent in nature; and
- Documents to be preserved for not less than eight years.
The Documents that are required to be maintained under this Policy are preserved considering their importance, usefulness and information. The Company do recognize that all the documents whether in physical or electronic mode, forms an important and integral part of the Company’s records. The preservation of documents is important in order to ensure immediate access to the records, its retrieval and authentication.
The Board of Directors of Bayer CropScience Limited (BCSL/Company) has adopted the Policy for Archival and Preservation of Documents at its Board Meeting held on February 02, 2016. Further, the policy was revised by the Board at its meeting held on February 11, 2021.
The Policy is framed in accordance with the requirements of Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).
Bayer CropScience Limited (“the Company”) is ever committed to function keeping in view the best interests of its various stakeholders with due integrity. The objective of this policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Listing Regulations and to provide an overall governance framework for such determination of materiality. The Board of Directors of the Company has adopted the Policy on disclosure of events/ information (“the Policy”) on February 02, 2016 and the policy was revised on August 06, 2020.
The Bayer CropScience Limited Corporate Social Responsibility Policy has been developed in accordance with Section 135 of the Companies Act, 2013 and in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 notified by the Ministry of Corporate Affairs on February 27, 2014.
The Policy shall apply to all Corporate Social Responsibility projects / programmes undertaken by the Company in India as per Schedule VII of the Companies Act, 2013.
The Corporate Social Responsibility Policy was approved and adopted by the Board at its meeting held on May 30, 2014 and was further amended at its meeting held February 02, 2016. The policy was later revised by the Board at its meeting held on February 11, 2021.
The Company has a tradition of conducting business based on high values, principles and beliefs. Our commitment is towards reaching the goals with utmost respect for human values and to serve the interests of the Company with integrity. Good Corporate Governance entails that the interest of the employees, the shareholders and the society in general be protected at all times.
The management realises that this is possible only if there exists an open and transparent culture wherein the concerns of the employees at all levels can be raised and expressed without fear of retribution.
To achieve this objective the Whistle Blower Policy was approved and adopted by the Board at its meeting held on March 24, 2005 and amended on May 30, 2014.
Further, the Audit Committee at its meeting held on July 23, 2019, recommended the new version of the Whistle Blower Policy which was approved by Board of Directors to be effective from August 1, 2019. Later, the Audit Committee recommended the revised version of the Whistle Blower Policy at its meeting held on May 25, 2021 which was approved and adopted by Board of Directors to be effective from June 01, 2021. This revised Policy can be found at the link given below.
The objective of the Policy is to determine Material Subsidiaries of Bayer CropScience Limited and to provide a governance framework for such Material Subsidiaries.
The Policy for Determining Material Subsidiary is framed in accordance with the requirements of the SEBI Listing Regulations. It was adopted by the Board of Directors at their meeting held on February 11, 2021.
The policy is framed in accordance with the requirements of Regulation 25(7) of the SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015 and Schedule IV of the Companies Act, 2013.
It was adopted with an aim to familiarise the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company through various programmes.
This programme aims to provide insights into the Company to enable the Independent Directors to understand the Companies business in detail that would facilitate their active participation in the Board matters and in managing the Company. It was recently reviewed by the Board of Directors at their meeting held on February 11, 2021.