GSK_ Annual_Report_2021-22

61 Risk Management Committee Terms of Reference a) Review risks trends, exposure, their potential impact analysis, and mitigation plans; b) Defining framework for identification, assessment, monitoring, mitigation and reporting of risks; c) Reviewing risks including cyber security and evaluating treatment including initiating mitigation actions and ownership as per a predefined cycle; d) Reviewing the robustness of the risk management processes followed by the Management. The composition of the Risk Management Committee Names of the Members Designation Category of Directorship Mr. D. Sundaram Chairman Non-Executive & Independent Mr. P. V. Bhide Member Non-Executive & Independent Ms. R. S. Karnad Member Non-Executive Mr. N. Kaviratne Member Non-Executive & Independent During the year under review, the Committee met on, 18 May 2021 & 25 November 2021. The Chairman and all the members attended the meeting. The Managing Director, Chief Financial Officer, other whole-time Directors are invitees to the meetings. The Company Secretary is Secretary to the Committee. The Chairman of the Risk Management Committee, Mr. D. Sundaram, was present at the Annual General Meeting of the Company held on 27 July 2021. 4. NOMINATION & REMUNERATION COMMITTEE Terms of Reference The terms of reference of this Committee covers matters specified for the Nomination & Remuneration Committee under Section 178 of the Companies Act, 2013 and Clause 19 of the Listing Obligations & Disclosures Regulations, 2015 with Stock Exchanges and are as follows: a) Formulation of the criteria for determining qualification, positive attributes and independence of a Director and they recommend to the Board a policy, relating to remuneration of the Directors, Key Managerial Personnel and other employees; While formulating the policy as mentioned above, the Committee will ensure that; 1) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; 2) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and 3) remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. b) Formulation of criteria for evaluation of Independent Directors and the Board; c) Devising a policy on Board diversity; d) Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal and shall carry out evaluation of every Director’s performance. The Company shall disclose the remuneration policy and the evaluation criteria in its Annual Report; e) To recommend to the Board, all remuneration, in whatever form, payable to senior management. f) whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors The composition of the Nomination & Remuneration Committee is as follows: Names of the Members Designation Category of Directorship Mr. N. Kaviratne Chairman Non-Executive & Independent Ms. R. S. Karnad Member Non-Executive Mr. D. Sundaram Member Non-Executive & Independent Four Nomination & Remuneration Committee meetings were held during the year ended 31 March 2022. The Committee met on 19 August 2021, 25 November 2021, 7 February 2022 & 3 March 2022. The Chairman and all the members attended the meeting.