GSK_ Annual_Report_2021-22

53 Annexure ‘C’ to the Directors’ Report Report on Corporate Governance (Pursuant to Regulations 17 to 27 and clauses (b) to (i) , (t) of sub-regulation (2) of Regulation 46 and paragraphs C, D and E of Schedule V of the Listing Obligations & Disclosures Regulations, 2015 (LODR) entered into with the Stock Exchanges) 1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE The Company’s philosophy of Corporate Governance is aimed at assisting the management of the Company in the efficient conduct of its business and in meeting its obligations to stakeholders, and is guided by a strong emphasis on transparency, accountability and integrity. For several years, the Company has adopted a codified Corporate Governance Charter, which is in line with the best practices, as well as meets all the relevant legal and regulatory requirements. All Directors and employees are bound by Code of Conduct and the associated standards of conduct that sets out the fundamental standards to be followed in all actions carried out on behalf of the Company. 2. BOARD OF DIRECTORS — Composition and size of the Board The present strength of the Board is ten Directors. The Board comprises of Executive and Non-Executive Directors. The Non-Executive Directors bring independent judgment in the Board’s deliberations and decisions. Two Directors, including the Managing Director are whole-time Directors. There are eight Non-Executive Directors, of which, five are Independent Directors. Glaxo Group Limited, U.K., have rights enshrined in the Articles of Association relating to the appointment and removal of Directors not exceeding one-third of the total number of retiring Directors. — Board meetings and attendance Seven Board meetings were held during the year ended 31 March 2022 and the gap between two Board meetings did not exceed four months. The annual calendar of Board meetings is agreed upon at the beginning of each year. The information as required under Schedule V (C) of the Listing Obligations & Disclosures Regulations, 2015 is made available to the Board. The agenda and the papers for consideration at the Board meeting are circulated at least seven days prior to the meeting. Adequate information is circulated as part of the Board papers and is also made available at the Board meeting to enable the Board to take informed decisions. The dates on which meetings were held are as follows: Sr. No. Date of Meeting Board Strength No. of Directors present 1. 21 April 2021 10 10 2. 18 May 2021 10 10 3. 26 July 2021 10 10 4. 19 August 2021 10 9 5. 29 October 2021 10 10 6. 25 November 2021 10 10 7. 7 February 2022 10 10 — Attendance of each Director at the Board meetings and last Annual General Meeting (AGM) and the number of companies and committees where he/ she is a Director / Member (as on the date of the Directors’ Report). Name of Director Category of Directorship Number of Board Meetings attended Attendance at the last AGM held on 27 July 2021 *Number of Director-ships in other companies (including GSK) **Number of mandatory committee positions held in other companies Chairman Member Ms. R. S. Karnad Chairperson Non-Executive 7 Yes 8 3 3 Mr. P. V. Bhide Non-Executive & Independent 7 Yes 7 4 4 Mr. M. Dawson (Upto 30.6.2022) Non-Executive 7 Yes 1 Nil Nil Mr. N. Kaviratne Non-Executive & Independent 7 Yes 1 Nil 1 Dr. (Ms.) S. Maheshwari Non-Executive & Independent 7 Yes 2 Nil Nil Mr. A. N. Roy Non-Executive & Independent 7 Yes 9 4 8 Mr. D. Sundaram Non-Executive & Independent 7 Yes 6 5 2