GSK_Annual_Report_2021

Annual Report 2020-21 57  Independent Directors meeting was held on 18 May 2020, where all the Independent Directors where present, including Ms. R.S. Karnad as an invitee.  Directors with materially significant related party transactions, pecuniary or business relationship with the Company: The Board of Directors has approved a policy for related party transactions and has been uploaded on the Company’s website ( http://india-pharma.gsk.com/en-in/investors/shareholder-information/policies/ ). There are no materially significant related party transactions entered into by the Company with its Promoters, Directors or Management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large. All transactions entered with the related parties during the year ended 31 March 2021 as mentioned under the Companies Act 2013 and Regulation 23 and 27(2)(b) of the Listing Obligations & Disclosures Regulations (LODR) were in the ordinary course of business and on arm’s length pricing basis. The Register of Contracts containing the transactions in which Directors are interested is placed before the Board regularly for its approval. The Company has adopted policy for determination of ‘material subsidiary’ and the same has been posted on the Company website ( http://india-pharma.gsk.com/en-in/investors/shareholder-information/policies/ ) . None of the Directors are related to each other.  Dividend Distribution Policy The Board of the Directors of the Company had approved the Dividend Distribution Policy on 27 October 2016 and the policy is available on the Company website ( http://india-pharma.gsk.com/en-in/investors/ shareholder-information/policies/ ) .  Directors Inductions and Familiarization The Board members are provided with necessary reports and internal policies to enable them to familiarize with company procedures and practices. Web link giving details of familiarization program: ( http://india- pharma.gsk.com/en-in/investors/shareholder-information/policies/ ) .  Details of Directors being appointed/re-appointed As per the Statute, two-thirds of the Directors, excluding the Independent Directors should be retiring Directors. One-third of these retiring Directors are required to retire every year and if eligible, these Directors qualify for re-appointment. Mr. S. Williams will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for his re-appointment. A brief resume of Directors appointed/eligible for re-appointment along with the additional information required under Clause 36(3) of the Listing Obligations & Disclosures Regulations, 2015 as required is provided above. 3. AUDIT COMMITTEE Terms of Reference The terms of reference of this Committee are wide enough to cover the matters specified for audit committee under Section 177 of the Companies Act, 2013 and Clause 18 of the Listing Obligations & Disclosures Regulations, 2015 with Stock Exchanges and are as follows: a) oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;