GSK_ Annual_Report_2021-22

39 an Internal Financial Control (IFC) framework. We continue our annual Independent Business Monitoring (IBM), designed by GSK plc to review activities, data, exceptions and deviations, for monitoring and improving the quality of operations. As part of the due diligence activities for onboarding of vendors and third parties engaged by us, they are required to confirm compliance with our corporate values through a detailed Third Party Oversight (TPO) process. As an annual exercise, our senior executives review and confirm adherence to GSK plc’s IFC. The GSK Code (https://www.gsk.com/media/7727/the-code- printable-version.pdf) sets out the commitments your Company and its employees make to get ahead together – so we can deliver on our ambition in the right way, bring our culture to life and make GSK an exciting and inspiring place to work. During the year, an enterprise-wide training was undertaken for all employees on ‘Protecting GSK everyday’, ‘Focusing on Anti Bribery & Corruption (ABAC)’ and ‘Creating an Inclusive Workplace’. These trainings presented scenarios that explored our values and their application to our ways of working and risks such as those associated with information security, privacy, Anti-Bribery and Corruption (ABAC), inclusion & diversity, and conflicts of interest. 4. Directors Ms. P. Thakur, ceased to be whole-time Director & Chief Financial Officer of the Company with effect from closing hours of 31 March 2022. Mr. M. Dawson would cease to be Director with effect from 30 June 2022. The Board places on record their appreciation of the valuable services rendered by Ms. P. Thakur and Mr. M. Dawson during their tenure and for their contribution to the deliberations of the Board. Mr. S. Venkatesh was re-appointed as Managing Director for a period of one year from 1 April 2022. Mr. J. Chandy was appointed as Whole-time Director and Chief Financial Officer of the Company for period of three years from 1 April 2022. Both their appointments have been approved by the Members through Postal Ballot. As per the provisions under Section 149 of the Companies Act, 2013, the Board and Members 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 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. Mr. Manu Anand’s first term of five years would be approved in upcoming AGM by the Members. 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 2022, seven Board & six 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. 5. 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. 6. Familiarization programmes for the Independent Directors In Compliance with the provisions of LODR, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model, etc. It is also available on the Company website: http://india-pharma.gsk.com/en-in/investors/shareholder- information/policies/ . 7. Particulars of Contracts and Related Party Transactions (RPT) In line with the requirements of the Companies Act, 2013 and LODR, your Company has formulated a policy on RPT. All RPTs entered into, during the year ended, were on arm’s length basis and were in ordinary course of business. There were no materially significant RPTs with the Promoters, Directors or Key Managerial Personnel which may have a potential conflict of interest of the Company at large. The Policy of RPTs can be accessed on the Company website: http://india-pharma.gsk.com/en-in/investors/shareholder- information/policies. All RPTs are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for RPTs 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 RPTs are subject to independent review by a reputed accounting firm to