GSK_Annual_Report_2021

Annual Report 2020-21 43 people suffering from Lymphatic Filariasis (LF) through its flagship CSR project - Partnering India to Eliminate Lymphatic Filariasis. Pursuant to the provisions of Section 135 of the Companies Act, 2013, and the rules made thereunder, your Company has constituted a CSR Board Committee to monitor its CSR programmes. TheCSRpolicy of your Company canbeaccessed on its website ( https://india-pharma.gsk.com/ media/911273/annual-csr-report-2020-21.pdf) . A detailed report on the CSR programmes undertaken during the year has been provided in Annexure ‘A’ of this Annual Report. 4. Directors Mr. R. Krishnaswamy ceased to be a Director on the Board with effect from 27 January 2021. The Board places on record its appreciation of the valuable services rendered by Mr. Krishnaswamy during his tenure on the Board. Mr. M. Dawson was appointed as Additional Non-Executive Director from 28 January 2021. In terms of the provisions under Section 149 of the Companies Act, 2013, the Board and Shareholders have approved the appointment of all the existing Independent Directors viz. Mr. P.V. Bhide, Mr. N. Kaviratne, Mr. A. N. Roy and Mr. D. Sundaram, for a second term of five years from 30 March 2020, and Dr. (Ms.) S. Maheshwari for a first term of five years from 18 May 2020. The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013, stating that they meet the criteria of Independence as provided in sub-section (6). During the year ended 31 March 2021, eight Board and five Audit Committee Meetings were held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. Remuneration policy and Board evaluation In compliance with the provisions of the Companies Act, 2013, and Regulation 27 of the Listing Obligations & Disclosures Regulations (LODR), the Board of Directors, on the recommendation of the Nomination & Remuneration Committee, adopted a Policy on remuneration of Directors and Senior Management. The Remuneration Policy is stated in the Corporate Governance Report. Performance evaluation of the Board was carried out during the period under review. The details are given in the Corporate Governance Report. Familiarisation programmes for Independent Directors In compliance with the requirements of SEBI Regulations, your Company has put in place a familiarisation programme for the Independent Directors, to familiarise them with their role, rights and responsibility as Directors, the working of the Company, the nature of the industry in which it operates, its business model, etc. The programme details are available on the Company’s website (ht tps: / / india-pharma.gsk.com/en- in/ investors/ shareholder-information/policies/ ) . 5. Particulars of contracts and Related party transactions In line with the requirements of the Companies Act, 2013 and LODR, your Company has formulated a policy on Related Party Transactions. All related party transactions entered during the year were on an ‘arm’s length’ basis and were in the ‘ordinary course of business’. There were no materially significant related party transactionsmadewith the Promoters, Directors or Key Managerial Personnel which may have a potential conflict of interest of the Company at large. The Policy of related party transactions can be accessed on the company’s website (https://india-pharma.gsk.com/en- in/investors/shareholder-information/policies/ ) . All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and/or entered in the ordinary course of business and are at arm’s length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and LODR. 6. Directors’ responsibility statement Your Directors confirm: (i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;