Gillette_India_Limited_AR_20

Annual Report 2019-20 41 Company Overview Board's Report MD&A Corporate Governance Financial Statements Gillette India Limited 9.2 Evaluation of Independent Directors The performance evaluation of Independent Directors shall be done by the Board, excluding the Director being evaluated, basis the contributions made to the Board deliberations in the board meetings. 10. REVIEW AND DISCLOSURE 10.1 The Company shall disclose in the Board’s report, the ratio of the remuneration of each director, to the median employee’s remuneration and such other details as prescribed under law. 10.2 The Company discloses in its Annual Report all elements of remuneration package of individual directors summarized under major groups details of fixed component and performance linked incentives together with material terms, service contracts like notice period, severance fees (if any) and stock option details (if any). 10.3 The Board is responsible for approving the remuneration strategy for directors, executive and senior management. In determining whether to approve the relevant level of remuneration, the Board is to consider the recommendations from the Committee, prevailing market conditions, performance by the individual and the business strategies and objectives of the Company. The Board shall disclose the remuneration of senior executives in the Company’s Annual Report. The Human Resources department of the Company will monitor the day to day compliance with this Policy. ANNEXURE VI Dividend Distribution Policy In India, regulatory framework as laid down under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, requires the Company to put in place policy framework for distribution of dividend. Accordingly, the Board of Directors of Gillette India Limited (“the Company”) have formally adopted the following written policy. This policy documents the principles for distribution of dividends for the Equity Shareholders of the Company. Principles for declaring dividend are as follows: The Board of Directors will consider appropriate dividend periodically in a manner in which it: 1. Rewards the Shareholders with sustainable returns; 2. Retains sufficient capital to support investments to accelerate growth. The Board of Directors will forward the dividend recommendation for the approval of the Shareholders. The dividend distribution shall be made in accordance with the applicable provisions of the Companies Act, 2013, Rules framed thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other legislations governing dividends, as in force and as amended from time to time. Periodicity: The Company shall declare its Annual Dividend at its Annual General Meeting every year, as per recommendation by the Board of Directors. The Board may declare any interim dividend(s), based on management review during the Financial Year. Accounting Year: The Company shall account for dividend (including dividend distribution tax) in the year in which it is approved in the Annual General Meeting and the interim dividend in the year in which it is approved in Board meeting. This is subject to any regulatory requirements. Disclosure: This policy shall be disclosed on the website of the Company.