Gillette_India_Limited_AR_20

Annual Report 2019-20 50 Gillette India Limited Name of the Director No. of Board meetings held during the tenure No. of Board meetings attended * Last Annual General Meeting (Whether attended) Mr. Karthik Natarajan 4 2 No Mr. Gagan Sawhney $ 3 3 Yes * Board Meeting held on May 7, 2020 was convened through video-conference. # Mr. Chittranjan Dua attended the Board Meeting held on August 21, 2019 and November 5, 2019 via video-conferencing. $ Mr. Gagan Sawhney was appointed as Executive Director-Finance effective August 22, 2019. (d) Separate meeting of Independent Directors: The Independent Directors of the Company had a meeting separately without the presence of Non-Independent Directors or management representatives on August 26, 2020 (via video- conferencing) to review the performance of Non-Independent Directors; the Board & the Chairperson of the Company, and to assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. (e) Related Party Transactions: The Company has adopted Related Party Transaction Policy (‘RPT Policy’) to ensure that all Related Party Transactions entered into by the Company shall be in the best interest of the Company and in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, 2015. The RPT Policy is available on the Company’s website at https://in.pg.com/ india-governance-and-policies/gil/terms-and- policies/. The Company obtains prior approval of the Audit Committee for all related party transactions. Prior omnibus approval of the Audit Committee is obtained for related party transactions which are of repetitive nature. All related party transactions are reviewed by chartered accountant firm to ensure transactions are in ordinary course of business, at arm’s length and are in compliance with the RPT Policy of the Company. All related party transactions are placed before the Audit Committee for periodical review. Details of material related party transactions entered into during the Financial Year 2019-2020 are given below: Name of Related Party Procter & Gamble International Operations S.A., Singapore Branch Nature of transaction Import of Finished Goods Amount of transaction during Financial Year 2019-2020 ` 269.63 Crores The above transaction was approved by the shareholders by passing an Ordinary Resolution through postal ballot on January 8, 2018. The promoter shareholders had abstained from voting on the said resolution. There are no othermaterial pecuniary relationships / significant transactions made by the Company with its promoters, directors or management, or their relatives etc. which have potential conflict with the interests of the Company at large. Transactions with related parties are disclosed in Note 32 forming part of the Financial Statements. (f) Remuneration of Directors: The Members of the Company at their 33 rd Annual General Meeting held on November 15, 2017, had accorded approval for payment of commission upto 1% of the net profits per annum in aggregate to the Non-Executive Directors of the Company for a period of five years effective January 1, 2018 by way of a Special Resolution. The said resolution had also empowered the Board of Directors to fix the quantum of commission payable to each of the Non-Executive Directors and to also determine the period for which said commission is payable. The Board of Directors at their meeting held on August 26, 2020 approved a payment of annual commission of ` 14 lakhs, to Non-P&G Non-Executive Directors. Such Directors are paid to compensate their valuable contribution to the Company owing to their wealth of experience and knowledge. No fee/compensation is payable to the Directors on severance of Directorship of the Company.