Change - Announcement of Appointment::Azure Power announces changes in Board of Directors

Issuer & Securities

Issuer/ Manager
AZURE POWER SOLAR ENERGY PRIVATE LIMITED
Securities
AZUREPUS$350.101M5.65%N241224A - US05502TAA60 - WGOB
AZUREPUS$350.101M5.65%N241224R - USV04008AA29 - UIHB
Stapled Security
No

Announcement Details

Announcement Title
Change - Announcement of Appointment
Date &Time of Broadcast
19-Jun-2023 21:26:11
Status
New
Announcement Sub Title
Azure Power announces changes in Board of Directors
Announcement Reference
SG230619OTHR2IF2
Submitted By (Co./ Ind. Name)
Vikas Bansal
Designation
Head - Investor Relations
Effective Date and Time of the event
03/07/2023 17:00:00
Description (Please provide a detailed description of the event in the box below)
Azure Power an independent sustainable energy solutions provider and renewable power producer in India announced two changes to its Board of Directors.

Mr. Richard Payette, FCPA, GCB.D, will join the Board as an Independent non-executive Director on the Company Board effective July 1, 2023. Mr. Payette will also take over as Chair of the Audit & Risk Committee and will join the Board of Azure Power India Private Limited, a subsidiary of the Company.

Christine McNamara, Independent non-executive Director and current chair of Audit & Risk Committee has decided to resign from the Company Board effective June 26, 2023. Her decision to step down from the Board is necessitated due to her commitments towards family health matters. Christine decision to resign was not the result of any disagreement with the Company operations, policies, or procedures.

Additional Details

Date Of Appointment
01/07/2023
Name Of Person
Richard Payette
Age
62
Country Of Principal Residence
Singapore
The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process)
Speaking on these board changes, Alan Rosling, Chairman of the Board, said, Christine resignation is a sad moment for all of us on the Board. She led the board and committee commitments during a tough year for the Company even while attending to family health issues. The Board joins me in thanking Christine for her unwavering efforts during this period and her professional guidance to the Board. We wish her all the best as she and her family address their current health issues.

I warmly welcome Richard to the Board. His vast experience will be crucial at this juncture for Azure. He is a versatile professional with deep financial expertise including in governance, audit, control and compliance. We look forward to working closely with him on the Board.
Whether appointment is executive, and if so, the area of responsibility
Independent non-executive Director and Chair of the Audit & Risk Committee
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Independent non-executive Director and Chair of the Audit & Risk Committee
Professional qualifications
He is a Fellow of the Chartered Professional Accountants of Canada and holds an ESG Certification and designation.
Any relationship (including immediate family relationships) with any existing director, existing executive officer, the issuer and/ or substantial shareholder of the listed issuer or any of its principal subsidiaries
No, except for an agreement provided by CDPQ, the parent company of CDPQ Infrastructures Asia Pte Ltd ( CDPQ IA ), a substantial shareholder, providing notably for coverage under its umbrella D&O program, including but not limited to D&O insurance protection.
Conflict of interests (including any competing business)
No, except as a Director of Export Development Canada, Canadian Export credit agency, involved notably in Project financing with the listed issuer and its subsidiaries.
Working experience and occupation(s) during the past 10 years
Mr. Payette is a business leader with over four decades of experience in management of global companies and accounting and audit matters. He currently serves as a director of Export Development Canada (EDC), Canada's export credit agency wholly owned by the Government of Canada and the Canadian Public Accountability Board (CPAB), a regulatory body charged with overseeing audits of Canadian reporting issuers. Earlier, he served as Chair of the boards of the Canadian Chamber of Commerce and Federation de chambres de commerce du Quebec. From 2016 until 2020, he served as President and CEO Quebec of Manulife and was the CEO for the Americas region at BDO International between 2010 and 2015. He worked with Raymond Chabot Grant Thornton since 1982 until 2009, lastly as the President and CEO. Mr. Payette is also a member of the advisory boards of Lemay and LexRockAI. His area of expertise includes organisational transformation, international market development, finance, audit, governance and risk management. He is a Fellow of the Chartered Professional Accountants of Canada and holds an ESG Certification and designation.
Undertaking submitted to the listed issuer in the form of Appendix 7.7 (Listing Rule 704(7)) Or Appendix 7H (Catalist Rule 704(6))
No
Shareholding interest in the listed issuer and its subsidiaries?
No
Other Principal Commitments* Including Directorships#
*"Principal Commitments" has the same meaning as defined in the Code
# These fields are not applicable for announcements of appointments pursuant to Listing Rule 704 (9) or Catalist Rule 704 (8).
Past (for the last 5 years)
- President and CEO, Manulife Quebec (to January 2020)
- Canadian Life and Insurance Association-Quebec Division: Director (to January 2020);
- YMCA Canada: Director (to June 2019)
Present
- Director of Export Development Canada, Canadian Public Accountability Board, Institut de recherche clinique de Montreal (non-profit organisation) et Orchestre symphonique de Montreal (non-profit organisation)
- Honorary Chair YMCA Quebec (non-profit organisation) major financing campaign
(a) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner?
No
(b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency?
No
(c) Whether there is any unsatisfied judgment against him?
No
(d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose?
No
(e) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach?
No
(f) Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part?
No
(g) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust?
No
(h) Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust?
No
(i) Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity?
No
(j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of :-
(i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or
No
(ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or
No
(iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or
No
(iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust?
No
(k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere?
No
Disclosure applicable to the appointment of Director only.
Any prior experience as a director of an issuer listed on the Exchange?
No
If no, please state if the director has attended or will be attending training on the roles and responsibilities of a director of a listed issuer as prescribed by the Exchange
No
Please provide details of relevant experience and the nominating committee's reasons for not requiring the director to undergo training as prescribed by the Exchange (if applicable)
No

Attachments

AZRE_6K-Azure Power announces changes in Board of Directors.pdf
Total size =52K