PROJECT PRESENTATION

GROUP 10Madhur Bhatia-DM15128

Vishvender Singh-DM15167Ravi Jyoti-DM15140

Sidhant Mahajan-DM15157Piyush Arora-DM15135

Shrawan – DM15145

CIPLA CORPORATE GOVERNANCE STRATEGIES

COMPANY’S 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 4th 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.

INVESTOR’S 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 company’s 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 company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s Board. Current positions in excess of these limits may be maintained unless the Board of Directors determines that doing so would impair the Director’s service on the Company’s Board.