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PROJECT PRESENTATION

GROUP 10
Madhur Bhatia-DM15128
Vishvender Singh-DM15167
Ravi Jyoti-DM15140
Sidhant Mahajan-DM15157
Piyush Arora-DM15135
Shrawan DM15145
CIPLA CORPORATE
GOVERNANCE STRATEGIES
COMPANYS PHILOSOPHY ON
CORPORATE GOVERNANCE
The company complies with all parameters stated in clause 49 of the listing
agreement with the Indian Stock Exchange

BOARD OF DIRECTORS
The company has 3 executive directors, 1 non-independent director and 6
independent directors.
None of the directors are related to each other except Dr. Y.K Hameid and
Dr. M.K Hameid.
Of all the non-executive directors, only three currently hold equity shares of
the company.
All the directors regularly attend all board meetings held to discuss
corporate matters.
AUDIT COMMITTEE
The Audit committee was constituted by the company on 4
th
September,
2000 in compliance with the requirements of Clause 49 of the Listing
Agreement.
The committee currently comprises of 3 members.
The CFO and other functional managers of the company are invited to
attend the meetings of the audit committee as and when required.
The Audit Committee is responsible for performing all duties and
responsibilities made clear in Clause 49 on the Listing Agreement.

REMUNERATION TO DIRECTORS
The details of remuneration to Executive directors in the financial year 2012-
13 are as follows-:





The agreement with each director is for a specified period.
The company as well as the directors have the liberty to terminate the
employment agreement by submitting a notice at least 3 months prior to
separation.
The company currently does not have any policy to grant any of its directors
or employees any stock of the company.

REMUNERATION TO DIRECTORS
(CONTD.)
The details of sitting fee paid to each director during the financial year 2012-
13 are as follows-:





The above figures are inclusive of the fee paid for attending the committee
meetings.


INVESTORS GRIEVANCE
COMMITTEE
The committee addresses the grievances of the shareholders or investors of
the company as and when received.
The committee currently comprises of three members.
During the financial year 2012-13, the committee had four meetings.
The committee pledges to respond to all matters expeditiously.
Last year, 66 shareholder grievances were received and all were successfully
resolved by the committee.
GENERAL BODY MEETINGS
The company holds an annual general body meeting for which all
shareholders are invited.
Major changes (if any) in the senior management of the company are
announced in the meetings.
Occasionally, opinion of shareholders over corporate matters is collected
through ballot boxes.
DISCLOSURES
The company complied with Stock Exchanges, SEBI and other statutory
authorities on all matters related to capital markets during the last 3 years.

There were no penalties imposes, nor any strictures passed by any of the
stock exchanges or regulatory authorities.

CODE OF CONDUCT
The code of conduct for the directors and the senior management of the
company has been constructed by the board and is also made available
on the companys website.

Each year, the Managing Director, assesses the performance of the senior
management and conveys to the shareholders whether the management
complied with the code of conduct or not.

MEANS OF COMMUNICATION
The half-yearly and quarterly results of the company are published in
newspapers and are not sent to each household of shareholders.

The newspapers in which the results are mostly made available are The
Economic Times, Financial Express, Business Standard and The Hindu Business
Line.

The results are also made available on the companys website
www.cipla.com


CORPORATE GOVERNANCE OF PFIZER
Pfizer is a leader in corporate governance.
A cornerstone of governance at Pfizer is their shareholder outreach
program, through which they regularly engage with the investors and
stakeholders around the world to gain insight into the burgeoning issues at
the forefront of their business policies and guidelines.
They aim to have more collaborative approach to specific issues of
importance to them and their industry.
Shareholder input helps them to continue to drive innovations in policies
and disclosures on corporate political activities and other key governance
areas.
BOARD OF DIRECTORS
The Board of Directors, which is elected by the shareholders, is the
ultimate decision-making body of the Company, except with respect
to those matters reserved to the shareholders.
It selects the Chief Executive Officer and other members of the senior
management team, which is charged with the conduct of the
Companys business.
Having selected the senior management team, the Board acts as an
advisor and counselor to senior management and ultimately monitors
its performance.
The function of the Board to monitor the performance of senior
management is facilitated by the presence of non-employee
Directors of stature who have substantive knowledge of the
Companys business.
DIRECTOR INDEPENDENCE
It is the policy of the Company that the Board consist of a majority of
independent Directors
The Corporate Governance Committee of the Board has established
Director Qualification Standards to assist it in determining Director
independence, which either meet or exceed the independence
requirements of the New York Stock Exchange (NYSE) corporate
governance listing standards.
The Corporate Governance Committee periodically considers and
makes recommendations to the Board concerning the appropriate
size and needs of the Board.
The Corporate Governance Committee considers candidates to fill
new positions created by increases in the size of the Board and
vacancies that occur by resignation, by retirement or for any other
reason.
COMMITTEES
It is the general policy of the Company that all major decisions be
considered by the Board as a whole. As a consequence, the
Committee structure of the Board is limited to those Committees
considered to be basic to, or required or appropriate for, the
operation of the Company.
Currently these Committees are the Executive Committee, Audit
Committee, Compensation Committee, Corporate Governance
Committee, Regulatory and Compliance Committee and Science
and Technology Committee.
The members and chairs of these Committees are recommended to
the Board by the Corporate Governance Committee
Committee Functions

Independence. The Audit, Compensation and Corporate Governance
Committees consist only of independent Directors. A majority of the members
of the Regulatory and Compliance Committee must be independent
Directors.
Meeting Conduct. The frequency, length and agenda of meetings of each of
the Committees are determined by the chair of the Committee. Sufficient
time to consider the agenda items is provided. Materials related to agenda
items are provided to the Committee members sufficiently in advance of the
meeting where necessary to allow the members to prepare for discussion of
the items at the meeting.
Scope of Responsibilities. The responsibilities of each of the Committees are
determined by the Board from time to time.
Ownership Requirements. All non-employee Directors are required to hold at
least $300,000 worth of Pfizer stock, and/or the units issued as compensation
for Board service, while serving as a Director of the Company. New Directors
will have five years to attain this ownership threshold. Shares or units held by
a Director under any deferral plan, are included in calculating the value of
ownership to determine whether this minimum ownership requirement has
been met.

Selection Criteria. Candidates are selected for, among other things, their
integrity, independence, diversity of experience, leadership and their ability
to exercise sound judgment. Scientific expertise, prior government service
and experience at policy-making levels involving issues affecting business,
government, education, technology, as well as areas relevant to the
Companys global business are among the most significant criteria. Final
approval of a candidate is determined by the full Board.

.
Board Size. It is the policy of the Company that the number of Directors not exceed a
number that can function efficiently as a body. The Corporate Governance
Committee considers and makes recommendations to the Board concerning the
appropriate size and needs of the Board The Corporate Governance Committee
considers candidates to fill new positions created by expansion and vacancies that
occur by resignation, by retirement or for any other reason.

Succession Planning. The Board also plans for succession to the position of Chief
Executive Officer as well as certain other senior management positions. To assist the
Board, the Chief Executive Officer annually provides the Board with an assessment of
senior managers and of their potential to succeed him or her. He or she also provides
the Board with an assessment of persons considered potential successors to certain
senior management positions.

Director Service on Other Public Boards. Ordinarily, Directors should not serve on more than four
other boards of public companies in addition to the Companys Board. Current positions in excess of
these limits may be maintained unless the Board of Directors determines that doing so would impair the
Directors service on the Companys Board.