GlaxoSmithKline Consumer Healthcare Limited, an associate of GlaxoSmithKline plc. is committed to adopting the best global practices of Corporate Governance. Corporate Governance envisages commitment of the Company towards the attainment of high levels of transparency, accountability and business prosperity with the ultimate objective of realizing long term shareholder value, whilst taking into account the interest of all other stakeholders for wealth creation.
GSKCH has always endorsed the principles of good corporate governance and has endeavored to follow these principles in their true letter and spirit. The Board of the Company, which is charged with the responsibility of ensuring true corporate governance, is always striving to ensure that the management protects the long-term interests of all the stakeholders of the company. The Company operates on the philosophy that a well-informed and independent board is necessary to ensure the highest standards of corporate governance.
Broadly, the Company's corporate governance philosophy is based on the following principles:
- Management should act as the trustee of the shareholders' capital and not as the owner.
- Satisfy the letter and spirit of the law and ensure 100% compliance with all the applicable laws of the land. The Company believes that the corporate governance standards should go beyond the law.
- Maintain high degree of disclosure levels to ensure transparency in functioning.
- Communicate externally about the company's internal functioning, in a truthful manner.
In order to infuse independence, the Chairman of the Board is a Non Executive Director and it has five independent directors out of a total of twelve Directors.
The Company has an Audit Committee comprising of three members all of whom are independent directors. All the members of the committee possess sound financial and accounting knowledge. The Finance Director, the concerned partners of the Statutory Auditors and the Cost Auditors are permanent invites to the Audit Committee meetings.
Apart from the Audit Committee, the Company has also formed a Remuneration Committee which comprises of three members, two of whom are independent Directors. The role of the Remuneration Committee is to determine the Company's policy on all elements of remuneration of all the Directors including Non Executive Directors. The Committee also reviews all other aspects of benefits and compensation to employees throughout the Company including policies on the same.
In addition, the Company has an Investors Grievance Committee which comprises of 3 members of which 2 are Independent Directors. The Committee looks into the timely and satisfactory redressal of the grievances of the shareholders. This Committee also ensures compliance with all applicable rules, regulations and guidelines prescribed by SEBI and the Stock Exchanges. The Committee also attends to the investor correspondence expeditiously and usually a reply is sent within three days of receipt.
The Company also provides periodic and timely information to the shareholders. Half yearly reports are provided to the shareholders on a request being made in this regard. Wide publicity is accorded to the Quarterly results which are published in widely circulated English daily and a Punjabi daily in due compliance with the requirements of the Listing Agreements. The Company also has its own official press releases to various newspapers through its Public Relations agency.
The shares of the Company are listed on the Mumbai Stock Exchange and the National Stock Exchange, the two exchanges which have extensive network of trading terminals that facilitates smooth trading by members / investors across the country.
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Corporate governance guidelines and best practices have evolved over a period of time. Over the past decade, various countries have issued recommendations for corporate governance. Compliance with these is generally not mandated by law, although codes that are linked to stock exchanges sometimes have a mandatory content.