Page 18 - GlaxoSmithKline Pharmaceuticals AR 2012

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Annexure ‘B’ to the Directors’ Report
Report on Corporate Governance
(Pursuant to Clause 49 of the Listing Agreements entered into with the Stock Exchanges)
1. Company’s philosophy on Code of Governance
The Company’s philosophy of Corporate Governance is aimed at assisting the management of the
Company in the efficient conduct of its business and in meeting its obligations to stakeholders,
and is guided by a strong emphasis on transparency, accountability and integrity. For several
years, the Company has adopted a codified Corporate Governance Charter, which is in line with
the best practice, as well as meets all the relevant legal and regulatory requirements. All Directors
and employees are bound by Code of Conduct and the associated standards of Conduct that sets
out the fundamental standards to be followed in all actions carried out on behalf of the Company.
2. Board of Directors
• Composition and size of the Board
The present strength of the Board is fourteen Directors. The Board comprises of Executive
and Non-Executive Directors. The Non-Executive Directors bring independent judgement in
the Board’s deliberations and decisions. Four Directors, including the Managing Director, are
Executive Directors. There are Ten Non-Executive Directors, of which, seven are Independent
Directors.
Glaxo Group Limited, U.K., have rights enshrined in the Articles of Association relating to the
appointment and removal of Directors not exceeding one-third of the total number.
• Board meetings and attendance
Seven Board meetings were held in 2012 and the gap between two Board meetings did not
exceed four months. The annual calendar of Board meetings is agreed upon at the beginning
of each year.
The information as required under Annexure I to Clause 49 of the Listing Agreement is made
available to the Board. The agenda and the papers for consideration at the Board meeting are
circulated at least three days prior to the meeting. Adequate information is circulated as part
of the Board papers and is also made available at the Board meeting to enable the Board to
take informed decisions.
The dates on which meetings were held are as follows:
Sr. No. Date of Meeting Board Strength No. of Directors present
1. 16th February 14 14
2. 10th April 14 13
3. 7 th May 14 11
4. 12th July 14 12
5. 13th August 14 13
6. 9 th November 14 12
7. 19th December 13 12