The Board of Directors (the "Board") of Hero MotoCorp Limited (the "Company") has adopted the following policy and procedures with regard to Corporate Social Responsibility. The Board may review and amend this policy from time to time subject to the recommendations of Corporate Social Responsibility Committee.
It is pertinent that business enterprises are economic organs of society and draw on societal resources, we at the company believe that a company's performance must be measured by its Triple Bottom Line contribution to building economic, social and environmental capital towards enhancing societal sustainability. HMCL believes that in the strategic context of business, enterprises possess, beyond mere financial resources, the transformational capacity to create game-changing development models by unleashing their power of entrepreneurial vitality, innovation and creativity. In line with this belief, the Company will continue crafting unique models to generate livelihoods and create a better society. Such Corporate Social Responsibility ("CSR") projects are far more replicable, scalable and sustainable, with a significant multiplier impact on sustainable livelihood creation and working for a cause of humanity.
"Board of Director" or "Board" means the Board of Directors of the Company, as constituted from time to time.
"Company" means a company incorporated under the Companies Act, 2013 or under any previous company law.
"CSR Programmes" means Programmes, projects and activities carried out in this regard are the subject matter of this Policy.
"Corporate Social Responsibility Committee or Committee" means CSR Committee constituted by the Board of Directors of the Company, from time to time.
"Independent Director" means a Director of the Company, not being a whole time director and who is neither a promoter nor belongs to the promoter group of the Company and who satisfies other criteria for independence under the Companies Act, 2013 and the Listing Agreement entered with the Stock Exchanges.
"Policy" means Corporate Social Responsibility.
Any other term not defined herein shall have the same meaning as defined in the Companies Act, 2013 or any other applicable regulation.
To implement the Company's CSR Programmes through Company personnel or through external implementing agencies or through Raman Kant Munjal Foundation (and other Registered Trusts / Society or a Section 8 company that are established or that may be established by the Company or its holding/subsidiary/associate Company from time to time). In such cases, the Company will specify the CSR Programmes which may be undertaken by those Trusts/Societies or Section 8 companies in accordance with their objects and administrative and accounting processes laid down in the respective Trust Deeds/ Memorandum and Articles of Association.
Every year, the CSR Committee will place for the Board's approval, a CSR Plan delineating the CSR Programmes to be carried out during the financial year and the specified budgets thereof. The Board will consider and approve the CSR Plan with any modification that may be deemed necessary.
The CSR Committee will assign the task of implementation of the CSR Plan within specified budgets and timeframes to such persons or bodies as it may deem fit.
The persons/bodies to which the implementation is assigned will carry out such CSR Programmes as determined by the CSR Committee within the specified budgets and timeframes and report back to the CSR Committee on the progress thereon at such frequency as the CSR Committee may direct.
The CSR Committee shall review the implementation of the CSR Programmes periodically and issue necessary directions from time to time to ensure orderly and efficient execution of the CSR Programmes in accordance with this Policy.
The CSR Committee will review periodically and keep the Board apprised of the status of the progress of implementation of the approved CSR Programmes.
Finally at the end of every financial year, the CSR Committee will submit its report to the Board.
CSR expenditure will include all expenditure as may be permitted under the applicable laws, including contribution to corpus for CSR Programmes approved by the Board on the recommendation of its CSR Committee, but does not include any expenditure on an item not n conformity or not in line with activities which fall within the purview of Schedule VII of the Act
The Board’s Report of the Company to include an annual report on CSR containing particulars specified in the annexure to the rule pertaining to a financial year commencing from April 1, 2014.
The contents of the approved CSR Policy shall be disclosed in the Board’s Report and displayed on the Company’s website.