Download - Glenmark

Report on Corporate Governance
Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate Governance is given below:
1. The Company’s philosophy on Code of Governance:
The Company’s philosophy on Code of Governance is aimed at assisting the top management of the Company in the
efficient conduct of its business and in meeting its obligations to shareholders. The Company has adopted a codified
Corporate Governance Charter, inter-alia, to fulfill its corporate responsibilities and achieve its financial objectives.
The Company believes in and has consistently practiced good Corporate Governance. The Company creates an
environment for the efficient conduct of the business and to enable management to meet its obligations to all its
stakeholders, including amongst others, shareholders, customers, employees and the community in which the
Company operates.
2. Board of Directors:
A. Composition:
The Board comprises of 10 Directors, of whom, three are executive, and seven are Non-Executive Directors.
The Chairman of the Board is a Non-Executive Director.
The Non-Executive Directors are professionals with experience in management, pharmaceutical industry, legal,
finance, marketing and general administration who bring in a wide range of skills and experience to the Board.
a) Details of the Board of Directors:
Name of the
Director
Gracias Saldanha
- Chairman
B. E. Saldanha
(Mrs.)
Glenn Saldanha
Managing
Director & CEO
Cheryl Pinto
(Mrs.)
Status
Non-Executive -
Promoter Group
Non-Executive -
Promoter Group
Executive -
Promoter Group
Executive -
Promoter Group
Relationship with other
Directors
Father of Mr. Glenn Saldanha and
Mrs. Cheryl Pinto and husband of
Mrs. B.E. Saldanha
No. of Board
Meetings
No. of other
Directorships
Committee
Membership(s)##
attended held # Chairman Member
3 1 – –
Mother of Mr. Glenn Saldanha
and Mrs. Cheryl Pinto and wife of
Mr. Gracias Saldanha
4 1 – –
Son of Mr. Gracias Saldanha and 5 3 – 1
Mrs. B. E. Saldanha and brother
of Mrs. Cheryl Pinto
Daughter of Mr. Gracias Saldanha 4 – – 1
and Mrs. B.E. Saldanha and sister of
Mr. Glenn Saldanha
None 4 2 4 –
J. F. Ribeiro Non-Executive -
Independent
A. S. Mohanty Executive None 4 – – –
N. B. Desai Non-Executive - None 4 1 – 3
Independent
Sridhar Gorthi Non-Executive - None 4 3 – 3
Independent
D. R. Mehta Non-Executive - None 4 6 – –
Independent
Hocine Sidi Said Non-Executive - None 2 – – –
Independent
# Includes Directorship(s) in Indian Companies. The Directorships held by Directors as mentioned above, do
not include Alternate Directorships and Directorships of Foreign Companies, Section 25 Companies and
Private Limited Companies.
## In accordance with Clause 49 of the Listing Agreement, Membership/Chairmanship of only the Audit Committee
and Shareholders’/Investors’ Grievance Committee of all Public Limited Companies have been considered.
b) During the Financial Year ended 31 March 2011; Five board meetings were held on the following dates:
28th May, 2010; 27th July, 2010; 9th August, 2010; 27th October, 2010 & 1st February, 2011
B. None of the Non-Executive Directors of the Company, have any pecuniary relationship or transactions with
the Company other than sitting fees paid for attending board meeting/committee meetings and those already
disclosed in the Note 7 of Schedule 21 to the Financial Statements in the Annual Report.
C. Mr. Gracias Saldanha, Mr. Glenn Saldanha, Mrs. Cheryl Pinto, Mr. A.S. Mohanty, Mr. J. F. Ribeiro, Mr. N. B. Desai
& Mr. Hocine Sidi Said attended the last Annual General Meeting of the Company held on 27th September, 2010.
D. Information flow to the Board Members:
We present our Operating plans of our businesses to the Board for their review, inputs & approval. Likewise, our
Quarterly Financial Statements and Annual Financial Statements are first presented to the Audit Committee and
subsequently to the Board of Directors for their Approval. In most cases information to Directors is submitted
along with the Agenda papers well in advance of the Board Meeting, in some instances documents are tabled
during the course of the Board Meetings or the Appropriate Committees of the Board.
Annual Report 2010-2011 39