GSK_ Annual_Report_2021-22

GlaxoSmithKline Pharmaceuticals Limited | Annual Report 2021-22 58 and build competent teams. Mondelez International started transforming to a category run model from the end of 2014, and he led significant change management initiatives to transition the organization to the new model seamlessly. At PepsiCo India, Mr. Manu spent 19 years in various roles and is credited with building its food business virtually from scratch. In his last role at PepsiCo as the Chairman and CEO, PepsiCo India, Manu was responsible for PepsiCo’s beverage and foods business (including JVs) in India and South Asia, reporting to the President of AMEA. PepsiCo India was a scale operation with over 6000 direct employees, over 50 manufacturing sites, and availability in over 2 million retail outlets with high growth driven by scale brands. Preceding this, Mr. Manu was based in Bangkok as the President of South-East Asia. He was responsible for the Beverage and Food businesses in Thailand, Vietnam, Malaysia, Indonesia, Singapore, Cambodia, and Laos. The Business Unit was a complex portfolio of different business models in the various stages of development across the markets. It included Company-owned businesses, Joint Ventures, and Franchise business models through bottlers. The job helped develop a strong ability to collaborate and work effectively with local partners while learning to work effectively in a multi-cultural environmental. As a result, Mr. Manu successfully built sustainability and profitable growth models in these competitive, high potential markets with healthy growth in top and bottom lines. Currently, Mr. Manu is the Senior Advisor with Advent and Director on Manjushree Technopack and DFM Foods boards. He has also been a member of Confederation of Indian Industry (CII) and has experience as Chairman of PepsiCo India and Director on Board of Mondelez India. He is a member of Nomination & Remuneration and Audit Committee in Manjushree Technopack Limited and he is on the Board of Trustees in American India Foundation. He is member of Audit and Risk management committee of the Company. Sr No Directorship in listed entities Category of Directorship Expertise in Specific Functional Areas 1 Manjushree Technopack Limited Non-Executive Director Marketing, Strategy, General Management, Governance, Audit and Risk Management 2 DFM Foods Limited Non-Executive Director — Independent Directors have confirmed that they meet the criteria of independence as laid down under the Companies Act and the SEBI Listing Regulations as amended. — Company has obtained certificate from Practicing Company Secretaries, Parikh & Associates confirming that none of the Directors on Board is debarred or disqualified from being appointed or continuing as Directors of the Companies by the Board / Ministry of Corporate Affairs or any such statutory authority. — Independent Directors meeting was held on 15 June 2021 where all the Independent Directors including Ms. R. S. Karnad, as an invitee, were present. — 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 2022 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 at 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 a 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 themselves with Company procedures and practices. Web link giving details of familiarization program http://india-pharma.gsk.com/en-in/ investors/shareholder-information/policies/ . Annexure ‘C’ Report on Corporate Governance