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Policy on Board Diversity
 
 
PURPOSE
This Board Diversity Policy (‘Policy’) sets out the approach to diversity on the Board of Directors (‘Board’) of ESAB India Limited (‘ESAB’).
 
SCOPE OF POLICY
This Policy applies to the Board. It does not apply to employees generally.
 
POLICY STATEMENT
ESAB recognizes and embraces the importance of a diverse Board in its success. ESAB believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, ethnicity, race and gender, which will ensure that ESAB retains its competitive advantage.

ESAB believes that a diverse Board will contribute to the achievement of its strategic and commercial objectives, including to:
 
Drive business results
Make corporate governance more effective
Enhance quality and responsible decision making capability
Ensure sustainable development
Enhance the reputation of ESAB
 
The Nomination and Remuneration Committee (‘Committee’) is responsible for reviewing and assessing the composition and performance of the Board, as well as identifying appropriately qualified persons to occupy Board positions.

While all appointments to the Board will continue to be made on merit, the Committee will consider the benefits of diversity (including but not limited to the attributes listed above) in identifying and recommending persons for Board membership, as well as in evaluating the Board and its individual members.

Further, the Committee will ensure that no person is discriminated against on grounds of religion, race, gender, pregnancy, childbirth or related medical conditions, national origin or ancestry, marital status, age, sexual orientation, or any other personal or physical attribute which does not speak to such person’s ability to perform as a Board member.
Accordingly, the Committee shall:
 
Assess the appropriate mix of diversity, skills, experience and expertise required on the Board and assess the extent to which the required skills are represented on the Board,
Make recommendations to the Board in relation to appointments, and maintain an appropriate mix of diversity, skills, experience and expertise on the Board, and
Periodically review and report to the Board requirements, if any, in relation to diversity on the Board.
 
The Board shall have an optimum combination of executive, non-executive and independent directors in accordance with requirements of the Articles of Association of ESAB, the Companies Act, 2013, SEBI LODR, Regulations, 2015 and the statutory, regulatory and contractual obligations of ESAB.

The effective implementation of this Policy requires that shareholders are able to judge for themselves whether the Board as constituted is adequately diverse. To this end, ESAB shall continue to provide sufficient information to shareholders about the size, qualifications and characteristics of each Board member.
 
RESPONSIBILITY AND REVIEW
The Nomination & Remuneration Committee will review this Policy periodically and recommend appropriate revisions to the Board.
 
EFFECTIVE DATE
The Policy on Board Diversity based on the recommendations made by Nomination & Remuneration Committee of Directors was approved by the Board at its meeting held on 19th May, 2016.