DRIVIN G ROWTH - Dr. Reddy's

COMPOSITION AND MEETINGS OF
THE BOARD
AS ON MARCH 31, 2002, Dr. Reddy’s
had 10 Directors on its Board, of whom
seven are non-executive Directors. Six out
of the seven non-executive Directors are
independent under provisions of the US
listing standard — which are more stringent
than Clause 49. Dr. K Anji Reddy, one of
the promoters of the Company, is the
executive Chairman of the Company.
Dr. Reddy’s, therefore, meets the criterion
of at least 50 per cent of the Board
consisting of independent directors.
There were five board meetings held
during 2001-02. The dates were: May 30,
2001, July 31, 2001, September 24, 2001,
October 31, 2001 and January 29, 2002.
The maximum gap between any two board
meetings is less than three months.
Details of Directors, their attendance in
board meetings and annual general
meeting, memberships on other corporate
boards and on board-level committees of
other companies are given in Table 1.
None of the Directors is a member of
more than 10 board-level committees of
public companies, or is a chairman of more
than five such committees.
REMUNERATION OF DIRECTORS
THE REMUNERATION of the three
executive Directors of Dr. Reddy’s is
recommended by the Remuneration
Committee of the Board (consisting of nonexecutive
Directors) and has been
unanimously approved by the Board. This is
capped at 2 per cent of net profits as
calculated under section 198 of the
Companies Act, 1956, for Dr. K Anji Reddy,
and 1 per cent each for G V Prasad and
Satish Reddy. The remuneration of nonexecutive
Directors is recommended by the
executive Directors of the Board. All Board
level remunerations are approved by the
shareholders.
Executive Directors are not eligible to
participate in the stock option plan. Nonexecutive
Directors have not been granted
any option.
The executive Directors are contractually
appointed for a period of five years, subject
to recommendation of the Board and
approval of the shareholders. A third of the
non-executive Directors retire by rotation
every year and, if eligible, may offer
themselves for re-appointment.
The remuneration paid or payable to the
Directors for their services rendered during
2001-02 is given in Table 2.
DR. REDDY’S LABORATORIES LTD. | CORPORATE GOVERNANCE | ANNUAL REPORT 2001-2002
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