GSK_ Annual_Report_2021-22

GlaxoSmithKline Pharmaceuticals Limited | Annual Report 2021-22 62 Remuneration Policy & evaluation criteria The Nomination & Remuneration Committee has adopted a Policy on Remuneration to the Senior Management and Whole-time Directors of the Company and a Policy on composition, diversity and evaluation of the Board of the Company. The major terms of both policies are as under: Remuneration Policy for Senior Management & Whole-time Directors a) All the whole-time Directors including the Managing Director is paid such remuneration as may be mutually agreed between the Company and the Whole-time Directors within the overall limits prescribed under the Companies Act, 2013 and is subject to approval by the Shareholders of the Company. b) The remuneration for the Senior Management and Whole-time Directors mainly consists of salary, benefits, perquisites and retirement benefits which are fixed components and the annual performance bonus and long-term incentives are the variable components. c) When determining remuneration levels, individual’s role, experience and performance and independently sourced data for relevant comparator groups are considered. d) Ordinarily, salary increases will be broadly in line with the average increases for the wider GlaxoSmithKline workforce. However, increases may be higher to reflect a change in the scope of the individual’s role, responsibilities or experience. e) The overall performance of the individual is a key consideration when determining salary increases. f) The Company has adopted remuneration policy and the same has been posted on the Company’s website http://india-pharma.gsk.com/en-in/investors/ shareholder-information/policies . Performance Evaluation of the Board In terms of the provisions of the Companies Act, 2013 and Schedule II-part D of the Listing Obligations & Disclosures Regulations, 2015, the Board has carried out the annual performance evaluation of its own including the various Committee and individual Directors with a detailed questionnaire covering various aspects of Board’s functioning like composition of the Board and its Committees, Board culture, performance of specific duties and obligations. A similar process with a separate exercise was carried out to evaluate the performance of the individual Directors, including the Chairman of the Board, who were evaluated on parameters such as the independence of judgement, level of engagement, their contribution, safeguarding the interests of the Company and minority shareholders. Remuneration to Non-Executive Directors a) Independent and Non-Executive Directors other than Directors who are in the employment of the GSK Group Companies are entitled for sitting fees of ` 50,000 per meeting of Board or Committee thereof. They will also be entitled for reimbursement of expenses incurred for participation in the Board or Committee Meetings. b) All the Directors of the Company, excluding the Managing Director, Directors in the whole-time employment of the Company and Directors who are in the employment of the GSK plc. Group Companies are entitled to receive commission collectively up to a maximum of one percent of the net profits of the Company computed in accordance with the provisions of the Companies Act, 2013 for such period and such amount as may be decided by the Board of Directors from time to time. c) The Independent Directors of the Company are not entitled to participate in the Stock Option Scheme of the Company, if any, introduced by the Company. The details of the remuneration paid to the Directors during the year ended 31 March 2022 are given below: ( ` in lakhs) Directors Salary Performance Bonus Perquisites and Allowances GSK plc-Share Value Plan Contribution to Provident Fund & Superannuation Fund Total Mr. S. Venkatesh 246.58 98.31 622.94 - 30.56 998.38 Ms. P. Thakur * 120.05 103.89 165.35 85.82 14.41 489.51 * Ms. P. Thakur ceased to be whole-time Director & Chief Financial Officer of the Company with effect from closing hours of 31 March 2022. Annexure ‘C’ Report on Corporate Governance