GSK_Annual_Report_2021

Statutory Reports GlaxoSmithKline Pharmaceuticals Limited 62 Committees and the individual Directors with a detailed questionnaire covering various aspects of the 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 GlaxoSmithKline 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 GlaxoSmithKline 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 2021 are given below: ( ` in lakhs) Executive Directors Salary Perfor- mance Bonus Perquisites and Allowances GSK plc -Share Value Plan Contribution to Provident Fund and Superannuation Fund Total Mr. S. Venkatesh 231.47 70.02 489.97 - 30.00 821.46 Mr. R. Krishnaswamy (upto 27.01.2021) 76.24 55.83 348.85 53.24 20.59 554.74 Ms. P. Thakur 120.05 69.18 122.99 27.89 15.41 355.52 ( ` in lakhs) Independent Directors and Non-Executive Directors Commission# Sitting Fees Total Ms. R. S. Karnad 20.00 11.00* 31.00 Mr. P. V. Bhide 15.00 7.50* 22.50 Mr. N. Kaviratne 15.00 9.00* 24.00 Dr. (Ms.) S. Maheshwari 13.06 4.50* 17.56 Mr. A. N. Roy 15.00 6.50* 21.50 Mr. D. Sundaram 15.00 10.50* 25.50 # payable in 2021 *Sitting fees for the Board Meeting of March 2021 and Property Committee Meetings of February & March 2021 was paid in April 2021. Notes: a) The agreement between the Company and Whole-time Directors is; - Ms. P. Thakur for the period from 1 January 2021 to 31 December 2023 - Mr. S. Venkatesh for the period from 1 April 2020 to 31 March 2022 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.

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