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Report on Corporate Governance Report on Corporate Governance Company’s Philosophy stakeholders, and considering The Board meets at On Corporate this, it provides objective least once in a quarter and prudent guidance to the to review the Company’s Governance management. Information quarterly performance related to the procedures, and financial results. Corporate governance refers to the composition, committees, and The Board meetings framework of rules and practices several other factors of the are governed with a through which the board of directors Board is provided below. structured agenda. The ensures accountability, fairness, Board periodically reviews and transparency in a company’s A. Board procedures compliance reports with relationship with all its stakeholders. respect to laws and GCPL currently has regulations applicable to The Company is a part of the 124- a 13-member Board, the Company. year young Godrej Group, which has with 7 Independent established a reputation for honesty, Directors who are Before the integrity, and sound governance. Its eminent professionals commencement of philosophy on corporate governance from diverse fields, with the Audit Committee envisages attaining the highest levels expertise in finance, meeting, the of transparency, accountability, and information systems, Independent Directors equity in all facets of its operations marketing, and corporate are given an opportunity and interactions - whether it is with strategy. None of the to have a discussion shareholders, employees, lenders, Independent Directors with Statutory Auditors or the government. The Company is have had any material without the presence committed to achieve and maintain association with the of the management the highest standards of corporate Godrej Group in the past. team. For all major governance. It believes that all its The Board of Directors items, comprehensive actions must serve the underlying also confirms that background information goal of enhancing the overall Independent Directors is provided to the Board stakeholder value over a sustained fulfil conditions specified members to enable them period. in Listing Regulations to take an informed and are independent decision. 1. Board of Directors of management. In line with the accepted best Once a year, the Board Godrej Consumer Products practices, to strengthen members participate in Limited’s (GCPL) corporate the focus and quality a strategy meeting, in governance practices are of discussion at the which they also interact shaped by its Board of Board, GCPL’s Board with the management Directors. The Board is has appointed Ms team of the Company. committed to protect the Ireena Vittal as the lead The Independent long-term interests of all our Independent Director. Directors also have 247 a meeting among held any other the regulations themselves, after which leadership position and legislations of they provide their insights in an organisation, the market/(s) the to the entire Board and leading to significant business operates the management team. experience in in. strategy or business Familiarisation management. Brings Technology programmes for the the ability to identify Perspective – Independent Directors and assess strategic Has expertise covered topics such as the opportunities with respect to Annual Operating Plan for and threats in the business-specific the fiscal year 2020-21, context of the technologies such performance and financial business. as in the field updates by Chief Financial of research and Officer. The details of the Industry Expertise– development and same are available on the Has expertise manufacturing. Has website of the Company with respect to experience and and can be accessed the sector the adds perspective through the following organisation on the future-ready link[1] operates in. Has an skills required by the understanding of organisation such as B. Matrix on skill sets the ‘big picture’ in e-commerce, digital, possessed by the Board the given industry and sustainability. of Directors and recognises the development of People and Talent At GCPL, we recognise industry segments, Understanding the importance of having trends, emerging –Has experience a Board comprising of issues, and in human resource directors who have a opportunities. management such range of experiences, that they bring capabilities, and diverse Market Expertise in a considered viewpoints. This helps – Has expertise approach to us create an effective with respect to the effective and well-rounded board. the geography management The capabilities and the organisation of people in an experiences sought in operates in. organisation. our Directors are outlined Understands the here: macroeconomic Governance, environment, Finance, and Strategy and nuances of the Risk – Has an Business–Is or business, and understanding has been the consumers and of the law and Chief Executive trade in the application Officer (CEO) or geography. Has of corporate Chief Operating the knowledge of governance Officer, or has [1] https://godrejcp.com/investors/stock-exchange-filings 248 principles in including legal and used for appointing new a commercial regulatory. directors enterprise of a similar scale. Diversity of The Nomination and Capability to Perspective – Remuneration Committee provide inputs for evaluates the candidature strategic financial Provides diverse of a new director in planning, assess views to the Board line with the Board financial statements, that is valuable Diversity Policy and the and oversee for managing aforementioned skill budgets for the our customers, sets and makes suitable efficient use of consumers, recommendation to the resources. Ability employees, key Board for final approval. to identify key risks stakeholders, and The appointment of all for the business in a shareholders. Directors is also subject wide range of areas to shareholders’ approval. C. Process and criteria Director Names/Skills Age Appointment Gender Committee Strategy Industry Market Tech and People Governance, Diversity of (Years) Year Membership and Expertise Expertise Future and Talent Finance, Perspective as on March Business Perspective Understanding and Risk 31, 2021 Mr Adi Godrej 79 Nov 2000 M SRC √ √ √ √ Ms Nisaba Godrej 43 May 2011 F CSR, RMC √ √ √ √ √ Mr Jamshyd Godrej 72 Mar 2001 M SRC √ √ √ √ Mr Nadir B. Godrej 70 Nov 2000 M SRC, CSR, √ √ √ √ √ RMC Ms Tanya Dubash 53 May 2011 F CSR √ √ √ √ Mr Pirojsha Godrej 41 Apr 2017 M AC, SRC √ √ √ √ Mr Narendra 73 May 2011 M AC, NRC, √ √ √ √ √ Ambwani CSR, SRC Mr Sumeet Narang 45 Apr 2019 M AC, NRC √ √ √ √ √ Mr Omkar Goswami 65 Jun 2008 M AC, NRC, √ √ √ RMC Mr Aman Mehta 75 Apr 2006 M AC, NRC √ √ √ Ms Ireena Vittal 53 Apr 2013 F AC, NRC √ √ √ √ √ Ms Ndidi Nwuneli 46 Apr 2017 F AC, NRC √ √ √ √ √ Ms Pippa Armerding 53 Jan 2018 F AC, NRC √ √ √ √ √ D. Detailed reasons for resignation of Independent Director, if any No Independent Director resigned before the expiry of his tenure during this financial year. (i) Composition of the Board The Board composition is as follows: Number of Category Directors as on March 31, 2021 i) Non-Independent Directors Chairperson & Managing Director 1 Executive Director 1 Non-Executive Promoter Directors 4 Subtotal 6 ii) Independent Directors 7 Total Strength (i + ii) 13 249 (ii) Other relevant details of the Directors as on March 31, 2021 Committee Positions Number of including GCPL Directorships Date of Held in Indian Committee Name of Relationship With Member Shares Original Category Public Limited Committee Directors other Directors (Excluding Held Appointment Companies Chairperson Committee (including ** GCPL)* Chairperson) ** Adi Godrej November Brother of Nadir Godrej Promoter/ 3 2 1 1500# 29, 2000 and Father of Tanya Executive (2) Dubash, Nisaba Godrej, and Pirojsha Godrej Jamshyd March 01, None Promoter/ 5 1 0 0# Godrej 2001 Non- (4) Executive Nadir November Brother of Adi Godrej Promoter/ 8 3 2 63# Godrej 29, 2000 Non- (5) Executive Tanya May 02, 2011 Daughter of Adi Godrej Promoter/ 8 1 0 66# Dubash and Sister of Nisaba Non- (5) Godrej and Pirojsha Executive Godrej Nisaba May 02, 2011 Daughter of Adi Godrej Promoter/ 5 0 0 3,70,087# Godrej and Sister of Tanya Chairperson (4) Dubash and Pirojsha & Managing Godrej Director Pirojsha April 01, 2017 Son of Adi Godrej and Promoter/ 4 3 0 3,70,129# Godrej Brother of Tanya Dubash Non- (3) and Nisaba Godrej Executive Narendra May 02, 2011 None Non- 5 8 1 3,000 Ambwani Executive/ (4) Independent Pippa January 30, None Non- 1 1 0 Nil Armerding 2018 Executive/ (1) Independent Sumeet April 01, 2019 None Non- 1 1 0 Nil Narang Executive/ (1) Independent Omkar June 18, 2008 None Non- 5 6 1 Nil Goswami Executive/ (4) Independent Aman April 26, 2006 None Non- 4 5 2 Nil Mehta Executive/ (4) Independent Ndidi April 01, 2017 None Non- 1 1 0 Nil Nwuneli Executive/ (1) Independent Ireena April 30, 2013 None Non- 3 3 0 Nil Vittal Executive/ (3) Independent #This shareholding reflects holding in their own name and does not include shares held as one of the trustee of family trusts. *Does not include directorships in private companies, Section 8 companies, and foreign companies. **Does not include chairmanship/membership in Board Committees other than the Audit Committee and Shareholders’ Grievance Committee and chairmanship/membership in board committees in companies other than public limited companies registered in India. Note: Figures in brackets denote directorships in listed companies. 250 (iii) Details of directorship in other listed companies including category of their directorship as on March
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