GSK_Annual_Report_2021

Statutory Reports GlaxoSmithKline Pharmaceuticals Limited 32 EXplanatory Statement pursuant to Section 102 of Companies Act, 2013 Item No. 4: Based on the recommendation of the Nomination and Remuneration Committee, Mr. Mark Dawson (DIN 09032378) was appointed by the Board of Directors of the Company as an additional Director of the Company with effect from 28 January 2021. Under Section 161 of the Companies Act, 2013, Mr. Mark Dawson holds office up to the date of the ensuing Annual General Meeting (AGM) of the Company. The Company has received from a member notice under Section 160 of the Companies Act, 2013, proposing the candidature of Mr. Mark Dawson for the office of Director of the Company. The details required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India are provided in Corporate Governance Report. In compliance with the applicable provisions of the Companies Act, 2013, Ordinary Resolution as set out at Item No. 4 of the accompanying Notice is now being placed before the members at the AGM for their approval. None of the Directors, Key Managerial Personnel of the Company or their relatives other than Mr. Mark Dawson are, in any way, concerned or interested, in the Ordinary Resolutions set out at Item No. 4 of the Notice. Mr. Mark Dawson does not have any relationship with any other Directors or Key Managerial Personnel or Manager of the Company. Mr. Mark Dawson has also given a declaration t hat he is not disqualified or debarred by SEBI or any other statutory authority from being appointed or continuing as Director. The Board of Directors recommend the Ordinary Resolution set out at Item No. 4 of the Notice for approval by the Members. Item No.5: Based on the recommendation of the Nomination and Remuneration Committee & Audit Committee, Ms. Puja Thakur was re-appointed as the Whole-time Director & Chief Financial Officer of the Company with effect from 1 January 2021, subject to approval of the Members. The Company has received from a member notice under Section 160 of the Companies Act, 2013, proposing the candidature of Ms. Puja Thakur for the office of Director of the Company. The details required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India are provided in Corporate Governance Report. The terms of her appointment and the remuneration payable to her as contained in the draft of the Agreement to be entered into with Ms. Puja Thakur are given hereunder: 1. Period: 1 January 2021 to 31 December 2023 2. Nature of Duties: Ms. Puja Thakur, Whole-time Director, shall devote the whole of her time and attention to the business and affairs of the Company and shall perform and discharge all such duties and responsibilities as may from time to time be assigned and entrusted to her by the Managing Director. She shall be accorded and shall possess and exercise all such powers as may be required by and be granted to her for the proper performance, discharge and execution of her duties and responsibilities. She shall at all times be subject to the superintendence, control and direction of and shall be responsible and accountable directly to the Managing Director and shall in all respects comply with all her lawful directions. 3. Remuneration: Ms. Puja Thakur shall be entitled to the following emoluments, benefits and perquisites during the period of her employment subject to the ceiling limits laid down in Section 197 and Schedule V of the Companies Act, 2013: i. Salary not exceeding ` 16,00,000 per month to be fixed by the Board of Directors from time to time. ii. Performance Bonus will be allowed in addition to salary according to the Scheme framed by the Company. The amount payable for each financial year or part thereof will be decided by the Board or a Committee thereof from time to time in its absolute discretion but shall not exceed an amount equal to 100% of the salary for the relevant period. Performance Bonus will not be included as part of Salary for the purpose of making contributions to the Provident Fund and Pension Fund. iii. Long-term Incentive Plan (Share Value Plan), Share Option Plan and Performance Shares Plan benefits as per schemes applicable to the senior managers of the GlaxoSmithKline