GSK_ Annual_Report_2021-22

63 ( ` in lakhs) Independent Directors and Non-Executive Directors Commission# Sitting Fees Total Ms. R. S. Karnad 20.00 10.00 30.00 Mr. P. V. Bhide 15.00 08.00 23.00 Mr. N. Kaviratne 15.00 09.50 24.50 Dr. (Ms.) S. Maheshwari 15.00 04.50 19.50 Mr. A. N. Roy 15.00 04.50 19.50 Mr. D. Sundaram 15.00 09.50 24.50 # payable in 2022 Notes: a) The agreement between the Company and Whole-time Directors is; Mr. S. Venkatesh for a period from 1 April 2022 to 31 March 2023 Mr. J. Chandy for a period from 1 April 2022 to 31 March 2025 The terms of the agreement are valid up to the expiry of agreement or normal retirement date, whichever is earlier. Either party, to the agreement is entitled to terminate the agreement by giving not less than three months’ notice in writing to the other party. b) Performance bonus is paid as a percentage of salary, based on certain pre-agreed performance parameters. c) The above figures do not include provision for encashable leave, gratuity and premium paid for health insurance. d) There is no separate provision for payment of severance fees. e) None of the Directors other than those listed above are paid remuneration. f) None of the other Non-Executive Directors hold any shares of the Company except Ms. R. S. Karnad who holds 600 equity shares of the Company. 5. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE Terms of Reference a) Formulate and recommend to the Board, a CSR policy which will indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act; b) Recommend the amount of expenditure to be incurred on activities referred to above and; c) Monitor the CSR policy of the Company from time to time In compliance with the provisions of Section 135 of the Companies Act, 2013, the composition of the Corporate Social Responsibility Committee is as follows: Names of the Member Designation Category of Directorship Mr. A. N. Roy Chairman Non-Executive & Independent Dr. (Ms.) S. Maheshwari Member Non-Executive & Independent Mr. S. Venkatesh Member Managing Director During the year under review, the Committee met on 24 August 2021 and all the members attended the meeting. Please refer to the Board’s Report and its annexures for details regarding CSR activities. 6. STAKEHOLDERS RELATIONSHIP COMMITTEE Terms of Reference The Committee is authorised by the Board to consider and resolve the grievances of the security holders of the Company including complaints related to transfer/ transmission of shares, non-receipt of Annual Report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc. a) To review measures taken for effective exercise of voting rights by shareholders. b) To review adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent. c) To review various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company. In compliance with the provisions of Section 178 of the Companies Act, 2013 and clause 20 of the Listing Obligations & Disclosures Regulations, 2015, the composition of the Investors / Shareholders Grievance Committee is as follows: Names of the Members Designation Category of Directorship Ms. R. S. Karnad Chairman Non-Executive & Independent Mr. P. V. Bhide Member Non-Executive & Independent Mr. S. Venkatesh Member Managing Director During the year under review, the Committee met on 7 February 2022 and all the members attended the meeting. Name, designation and address of the Compliance Officer: Mr. Ajay Nadkarni Vice President – Administration, Real Estate & Company Secretary GSK House, Dr. Annie Besant Road, Worli, Mumbai - 400 030 Phone: (022) 2495 9433 Fax: (022) 2498 1526 Email ID: ajay.a.nadkarni@gsk.com