Report on Corporate Governance
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REPORT ON CORPORATE GOVERNANCE COMPANY’S PHILOSOPHY ON denotes the highest rating. The CGR2+ has a lead Independent Director, CORPORATE GOVERNANCE rating implies that according to ICRA’s in line with the accepted best Corporate governance refers to the current opinion, the rated company has practices, to strengthen the framework of rules and practices adopted and follows such practices, focus and quality of discussion through which the board of directors conventions, and codes that would at the Board level. ensures accountability, fairness, provide its financial stakeholders a high and transparency in a company’s level of assurance on the quality of The Board meets at least relationship with all its stakeholders. corporate governance. once in a quarter to review the Company’s quarterly The Company is a part of the 122-year- The SVG1 rating is on a rating scale of performance and financial old Godrej Group, which has established SVG1 to SVG6, where SVG1 denotes results. Board meetings are a reputation for honesty, integrity, and the highest rating. The SVG1 rating governed with a structured sound governance. The Company’s implies that in ICRA’s current opinion, agenda. The Board periodically philosophy on corporate governance the Company belongs to the highest reviews compliance reports with envisages attainment of the highest category on the composite parameters respect to laws and regulations levels of transparency, accountability, of stakeholder value creation and applicable to the Company. and equity in all facets of its operations management as well as corporate Before the commencement of and interactions with its stakeholders, governance practices. the Audit Committee meeting, including shareholders, employees, the members of the Audit lenders, and the government. The 1. Board of Directors Committee-which entirely Company is committed to achieve GCPL’s corporate governance consists of Independent and maintain the highest standards of practices are shaped by its Board of Directors-have a discussion corporate governance. The Company Directors. The Board is committed with Statutory Auditors, in the believes that all its actions must serve to protecting the long-term absence of the management the underlying goal of enhancing interests of all our stakeholders, team and Whole-time the overall stakeholder value over a and considering this, it provides Directors. For all major items, sustained period of time. objective and prudent guidance to comprehensive background the management. The information information is provided to the Every year, since the fiscal year 2002- related to the procedures, Board members to enable them 03, the Company has subjected itself composition, committees, and to take an informed decision. to a voluntary review of its corporate several other factors of the Board is Once a year, the Board members governance practices by an external provided below. participate in a strategy meeting, rating agency, namely the Investment in which they also interact with Information and Credit Rating Agency A. Board Procedures the management team of the (ICRA). The Company continues to GCPL currently has a Company. The Independent enjoy the Corporate Governance Rating 15-member Board, with 8 Directors also have a meeting of CGR2+ (pronounced CGR two plus) Independent Directors who among themselves, after which and the Stakeholder Value Creation are eminent professionals they provide their insights and Governance Rating of SVG1 from diverse fields, with to the entire Board and the (pronounced SVG one). expertise in finance, information management team. systems, marketing, and The two ratings evaluate whether a corporate strategy. None of the During the year, the company is being run on the principles Independent Directors have had Company has conducted of corporate governance and whether any material association with the the familiarisation program the practices followed by the company Godrej Group in the past. The for all the Directors including lead to value creation for all its Board of Directors also confirms Independent Directors to enable shareholders. that Independent Directors fulfill them to discharge their duties. conditions specified in listing The core modules covered The CGR2+ rating is on a rating scale regulations and are independent during FY 2018-19 were review of CGR1 to CGR6, where CGR1 of management. GCPL’s Board of Annual Operating Plan (AOP), 160 Integrated Report Statutory Report Financial Statements impact of key amendments to • Industry Expertise effective management of the SEBI Listing Regulations on – Has expertise with people in an organization. the Company, comprehensive respect to the sector the presentation on Home organization operates in. • Governance, Finance & Insecticide Business, business Has an understanding of Risk – Has an understanding presentation and financial the ‘big picture’ in the given of the law and application updates. All the programs were industry and recognizes the of corporate governance conducted by the members of development of industry principles in a commercial company management. The segments, trends, emerging enterprise of similar scale. details of the same are available issues and opportunities. Capability to provide inputs on the website of the company for strategic financial which can be accessed through • Market Expertise – Has planning, assess financial the following link1 expertise with respect to the statements and oversee geography the organization budgets for the efficient B. Matrix on skill sets required operates in. Understands use of resources. Ability to be possessed by Board of the macro-economic to identify key risks for the Directors environment, the nuances business in a wide range of At GCPL, we recognize the of the business, consumers areas including legal and importance of having a Board and trade in the geography, regulatory. comprising of directors who and has the knowledge of the have a range of experiences, regulations & legislations of • Diversity of Perspective- capabilities and diverse points the market/(s) the business Provides a diversity of of view. This helps us create operates in. views to the board that an effective and well-rounded is valuable to manage board. The capabilities and • Technology Perspective our customer, consumer, experiences sought in our – Has expertise with employee, key stakeholder Directors are outlined here: respect to business specific or shareholders. technologies such as in the • Strategy & Business - Is field of R&D, Manufacturing C. Process and criteria used for or has been the Chief etc. Has experience and appointing new directors Executive Officer, Chief adds perspective on the The Nomination & Remuneration Operating Officer or held future ready skills required Committee evaluates the any other leadership by the organization such as candidature of new director in position in an organization E-Commerce, Digital, and line with the Board Diversity leading to significant Sustainability etc. policy and the skill sets stated experience in strategy or above and makes suitable business management. • People & Talent recommendation to the Brings the ability to identify Understanding - Has Board for final approval. The and assess strategic experience in human appointment of all Directors is opportunities and threats in resource management also subject to shareholders’ the context of the business. such that they bring in a approval. considered approach to the [1] http://www.godrejcp.com/Resources/uploads/compliance_other_updates/FamiliarisationProgrammeIndependentDirectors_11042019.pdf 161 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: No. of Directors No. of Directors Category as on as on the March 31, 2019 date of this report i) Non-Independent Directors Executive Chairperson 1 1 Managing Director 1 1 Executive Director 1 1 Non-Executive Promoter Directors 4 4 Sub Total 7 7 ii) Independent Directors 7 8 Total Strength (i + ii) 14 15 (ii) Other relevant details of the Directors as on March 31, 2019 Committee Positions Number of including GCPL Directorships Date of Held in Indian Committee Name of Relationship With other Member Original Category Public Limited Committee Shares Held Directors Directors (Excluding Appointment Companies Chairperson Committee (including ** GCPL)* Chairperson) ** Adi Godrej November Brother of Nadir Godrej Promoter/ 3 1 1 1512# 29, 2000 and Father of Tanya Executive (2) Dubash, Nisaba Godrej, and Pirojsha Godrej Jamshyd March 1, None Promoter/ 5 1 0 0# Godrej 2001 Non- (4) Executive Nadir Godrej November Brother of Promoter/ 10 3 3 63# 29, 2000 Non- (7) Adi Godrej Executive Tanya May 2, 2011 Daughter of Adi Godrej Promoter/ 7 1 1 62# Dubash and Sister of Nisaba Non- (4) Godrej and Pirojsha Executive Godrej Nisaba May 2, 2011 Daughter of Adi Godrej Promoter/ 4 0 0 3,70,083# Godrej and Sister of Tanya Executive (2) Dubash and Pirojsha Chairperson Godrej Pirojsha Apr 01, 2017 Son of Adi Godrej Promoter/ 4 1 0 3,70,125# Godrej and Brother of Tanya Non- (3) Dubash and Nisaba Executive Godrej Vivek April 30, 2013 None Managing 3 2 1 2,15,115 Gambhir Director & (1) *** CEO Narendra May 2, 2011 None Non- 5 7 0 3,000 Ambwani Executive/ (4) Independent Pippa January 30, None Non- 1 1 0 Nil Armerding 2018 Executive/ (1) Independent Bharat Doshi April 01, 2001 None Non- 4 2 1 41,142 Executive/ (2) Independent Omkar