Page 98 - GlaxoSmithKline Pharmaceuticals AR 2012

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Explanatory Statement Pursuant to Section 173(2) of the Companies Act, 1956
Item No. 7
At the Board Meeting held on 19th December 2012 Mr. R. C. Sequeira was re-appointed as Whole-time Director of the
Company for a period of three years from 25th October 2012. The material terms of the appointment and remuneration
payable to Mr. R. C. Sequeira as embodied in the Agreement to be entered into with him upon receipt of approval from
the members is as follows:
1. Period: 25th October 2012 to 24th October 2015
2. Nature of Duties:
Mr. R. C. Sequeira, Whole-time Director, shall devote the whole of his 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 him by the Managing Director. He shall be accorded and shall possess and exercise all
such powers as may be required by and be granted to him for the proper performance, discharge and execution
of his duties and responsibilities. He 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 his lawful directions.
3. Remuneration:
Mr. R. C. Sequeira shall be entitled to the following emoluments, benefits and perquisites during the period of his
employment subject to the ceiling limits laid down in Section 198, Section 309 and Schedule XIII of the Companies
Act, 1956:
(i) Salary not exceeding Rs. 7 lakhs 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 Share Plan benefits as
per the schemes applicable to the senior managers of the GlaxoSmithKline Group companies. The amount
payable for each financial year or part thereof will be approved by the Board or a Committee thereof.
(iv) Perquisites:
(A) In addition to payments under (i), (ii) and (iii) above, the Whole-time Director will be entitled to perquisites
and allowances including provision of rent-free furnished residential accommodation or of such house
rent allowance in lieu thereof as may be approved by the Board or Committee thereof for the Whole-time
Director, medical reimbursement and hosptalisation insurance for the Whole-time Director and his family,
leave travel concession / allowance for the Whole-time Director and his family, club fees (subject to a
maximum of 2 clubs and not including admission and life membership fees), Personal Accident Insurance
cover and any other general or specific allowance and / or perquisite in accordance with the rules of the
Company or as may be agreed to by the Board of Directors and the Whole-time Director.
For the above purposes (a) the expenditure incurred by the Company on gas, electricity, water and
furnishings will be valued as per the Income-tax Rules, 1962 and (b) “family” means the spouse and
dependent children of the Whole-time Director.
The amount of the aforesaid perquisites and allowances will be restricted to an amount equal to the
annual salary of the Whole-time Director.
(B) The Whole-time Director shall be member of the Company’s Provident Fund and the rules, regulations
and bye-laws of this Fund, for the time being in force, shall apply to him. The Whole-time Director will be
member of the Glaxo India Limited Pension Fund Scheme and shall be entitled to the benefits provided
under the said Scheme and the rules, regulations and bye-laws of that Scheme, for the time being in
force, shall apply to him. Provided that the Company’s contribution to the Provident Fund and the Pension
Fund will not be included in the computation of the ceiling on perquisites to the extent these either singly
or put together are not taxable under the Income-tax Act.
The Whole-time Director shall be entitled to annual leave of thirty calendar days on completion of every
year of service and gratuity which shall be paid as per the Company’s rules and will not be included in
the computation of the ceiling on perquisites.
Encashment of leave at the end of the tenure will be permitted in accordance with the rules of the
Company, and will not be included in the computation of the ceiling on perquisites.
(C) (i) The Company shall provide and make available to the Whole-time Director a car of such make,
as may from time to time be determined by the Company, and a driver, and shall bear and pay all
garage rent, repairs, maintenance, running and other costs and charges whatsoever, in connection
with the use of such car aforesaid by the Whole-time Director.
(ii) The Company shall provide the Whole-time Director with telecommunication facilities at his residence.
Provision of a car for use on Company’s business and telecommunication facilities at residence will
not be considered as perquisites.
Personal long distance calls on telephone and use of the car for private purposes shall be re-covered
by the Company from the Whole-time Director.