Familiarisation Program for Independent Directors

1. Objective

The Familiarisation Program (hereinafter referred to as "the Program") for Independent Directors of Vertotech Aerospace Ltd. (hereinafter referred to as "the Company") is designed to help them understand the Company’s operations, business model, industry dynamics, and regulatory environment. The Program aims to equip Independent Directors with the knowledge and information necessary to contribute effectively to the Board and its Committees.

2. Scope and Applicability

This Program is applicable to all Independent Directors of the Company. The Program shall be conducted regularly to ensure that Independent Directors are kept updated on the latest developments in the Company and the industry.

3. Overview of the Program

The Familiarisation Program shall include the following components:

a) Induction Program

A comprehensive induction program shall be conducted for newly appointed Independent Directors. This program shall include:

  • Introduction to the Company: Overview of the Company’s history, vision, mission, and values.
  • Business Operations: Detailed presentations on the Company’s business segments, products, and services.
  • Industry Overview: Insights into the industry in which the Company operates, including market trends, challenges, and opportunities.
  • Corporate Governance: Overview of the Company’s corporate governance framework, including the role and responsibilities of the Board, Committees, and key managerial personnel.
  • Financial Overview: Introduction to the Company’s financial performance, key financial metrics, and financial reporting practices.
b) Ongoing Familiarisation

To ensure that Independent Directors stay informed about the Company’s operations and industry developments, ongoing familiarisation sessions shall be conducted periodically. These sessions may include:

  • Business and Strategy Updates: Presentations by senior management on the Company’s strategic initiatives, business performance, and future plans.
  • Industry and Regulatory Updates: Sessions on industry developments, regulatory changes, and their impact on the Company’s business.
  • Site Visits: Visits to the Company’s manufacturing facilities, research and development centers, or project sites to provide a first-hand understanding of the Company’s operations.
c) Expert Sessions

Independent Directors may be invited to attend sessions with external experts on specific topics such as industry trends, regulatory changes, risk management, and corporate governance best practices.

4. Roles and Responsibilities

a) Company Secretary

The Company Secretary shall be responsible for coordinating and implementing the Familiarisation Program. The Company Secretary shall:

  • Schedule and organize induction and familiarisation sessions for Independent Directors.
  • Maintain records of attendance and participation in the Program.
  • Ensure that Independent Directors receive all necessary documents, presentations, and materials related to the Program.
b) Senior Management

Senior management, including the Chief Executive Officer (CEO), Chief Financial Officer (CFO), and other key managerial personnel, shall actively participate in the Familiarisation Program by:

  • Delivering presentations and updates on business operations, strategy, and financial performance.
  • Providing insights into industry developments and regulatory changes.
  • Facilitating site visits and interactions with key employees.
c) Independent Directors

Independent Directors are encouraged to actively participate in the Familiarisation Program and seek clarification or additional information as needed. They are also encouraged to share their feedback on the Program to ensure continuous improvement.

5. Review and Update

The Familiarisation Program shall be reviewed periodically by the Board of Directors to ensure its effectiveness and relevance. The Program may be updated as necessary to incorporate changes in the Company’s business environment, regulatory requirements, and feedback from Independent Directors.

6. Disclosure

The details of the Familiarisation Program, including the number of sessions attended by Independent Directors and the hours spent on such programs, shall be disclosed in the Company’s Annual Report and on its website, as required by applicable laws and regulations.

7. Conclusion

Vertotech Aerospace Ltd. is committed to ensuring that its Independent Directors are well-informed and equipped to contribute effectively to the governance and strategic oversight of the Company. This Familiarisation Program is designed to provide them with the necessary knowledge and understanding of the Company and the industry.

Date of Adoption: [Insert Date]

Approved by: Board of Directors, Vertotech Aerospace Ltd.