Page 22 - GlaxoSmithKline Pharmaceuticals AR 2012

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i) to look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;
j) to review the functioning of the Whistle Blower mechanism, in case the same is existing;
k) to review the external auditors’ audit reports and presentations and management’s
response thereto;
l) to ensure co-ordination between the internal and external auditors, and to request
internal audit to undertake specific audit projects, having informed management of their
intentions;
m) to consider any material breaches or exposure to breaches of regulatory requirements or
of ethical codes of practice to which the Company subscribes, or of any related codes,
policies and procedures, which could have a material effect on the financial position or
contingent liabilities of the Company;
n) to review policies and procedures with respect to directors’ and officers’ expense
accounts, including their use of corporate assets, and consider the results of any review
of these areas by the internal auditors or the external auditors;
o) to consider other topics, as defined by the Board;
p) to review the following information:
i) Management discussion and analysis of financial condition and results of operations;
ii) Statement of significant related party transactions (as defined by the audit committee),
submitted by management;
iii) Management letters / letters of internal control weaknesses issued by the statutory
auditors;
iv) Internal audit reports relating to internal control weaknesses; and
v) The appointment, removal and terms of remuneration of the Chief Internal Auditor.
• Details of the composition of the Audit Committee and attendance of Members are as follows:
Six Audit Committee meetings were held in 2012. The Committee comprises of Independent
and Non-Executive Directors and their meetings were held on 15th February, 23rd April,
7th May, 13 th August, 9th November and 19th December 2012.
Name Designation Category of Directorship Attendance out of
six meetings held
Mr. D. Sundaram Chairman Non-Executive & Independent 6
Mr. D. S. Parekh Member Non-Executive 5
Mr. V. Thyagarajan Member Non-Executive 4
Mr. P. V. Nayak Member Non-Executive & Independent 6
Mr. N. Kaviratne Member Non-Executive & Independent 4
The Managing Director, the Finance Director, other Executive Directors, the Statutory Auditors
and Internal Auditors are invitees to the meetings.
The Chairman of the Audit Committee, Mr. D. Sundaram, was present at the Annual General
Meeting of the Company held on 10th April 2012.
4. Remuneration to Directors
A Senior Management Performance Review Committee determines / reviews the remuneration,
performance and related bonuses of management / compensation of Executive Directors. The
Committee comprises of Independent and Non-Executive Directors.
Independent and Non-Executive Directors other than Directors who are in the employment of
the GlaxoSmithKline Group Companies are paid sitting fees of Rs. 10,000 per meeting as
remuneration and commission not exceeding in the aggregate 1% of the profits of the Company
per annum.