GSK_ Annual_Report_2021-22

GlaxoSmithKline Pharmaceuticals Limited | Annual Report 2021-22 60 o) to approve appointment of CFO (i.e. the Whole- time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; p) to review the external auditor’s audit reports and presentations and management’s response; q) to ensure co-ordination between the internal and external auditors, and to request internal audit to undertake specific audit projects, having informed management of their intentions; r) to consider any material breaches or exposure to breaches of regulatory requirements or of ethical codes of practice to which the Company subscribes, or of any related codes, policies and procedures, which could have a material effect on the financial position or contingent liabilities of the Company; s) to review policies and procedures with respect to directors’ and officers’ expense accounts, including their use of corporate assets, and consider the results of any review of these areas by the internal auditors or the external auditors; t) to review with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; u) the Auditors of the Company and the Key Managerial Personnel shall have right to be heard in the meetings of the Audit Committee when it considers the Auditor’s Report but shall not have the right to vote; v) to consider other topics, as defined by the Board; w) to carry out any other function as is mentioned in the terms of reference of the Audit Committee; x) Review the following information by Audit Committee The Audit Committee shall mandatorily review the following information: i) Management discussion and analysis of financial condition and results of operations; ii) Statement of significant related party transactions (as defined by the audit committee), submitted by management; iii) Management letters/letters of internal control weaknesses issued by the statutory auditors; iv) Internal audit reports relating to internal control weaknesses; and v) The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee. y) to review Cyber security policy of the Company. z) to review the utilization of loans and / or advances from / investments by the holding Company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision. aa) consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders. • Details of composition of the Audit Committee & attendance of Members are as follows: Six Audit Committee meetings were held during the year ended 31 March 2022. The Committee comprises of Independent and Non-Executive Directors and their meetings were held on 21 April 2021,18 May 2021, 26 July 2021, 29 October 2021, 25 November 2021 & 7 February 2022. Names of the Members Designation Category of Directorship Attendance out of Six meetings held Mr. D. Sundaram Chairman Non-Executive & Independent 6 Mr. P. V. Bhide Member Non-Executive & Independent 6 Ms. R. S. Karnad Member Non-Executive 6 Mr. N. Kaviratne Member Non-Executive & Independent 6 All the members of Audit Committee are financially literate. The Managing Director, Chief Financial Officer, other Whole-time Directors, the Statutory Auditors and Internal Auditors are invitees to the meetings. The Company Secretary is Secretary to the Committee. The Chairman of the Audit Committee, Mr. D. Sundaram, was present at the Annual General Meeting of the Company held on 27 July 2021. Annexure ‘C’ Report on Corporate Governance