PGHH_AR_2020

Annual Report 2019-20 53 Company Overview Board's Report MD&A Corporate Governance Financial Statements Procter & Gamble Hygiene and Health Care Limited Name of Director Directorships in other listed companies Mr. Anil Kumar Gupta Non-Executive Independent Director: 1. Gillette India Limited Ms. Meena Ganesh Non-Executive Independent Director: 1. Pfizer Limited Mr. Pramod Agarwal Non-Executive Director: 1. Gillette India Limited Mr. Madhusudan Gopalan Managing Director: 1. Gillette India Limited Mr. Karthik Natarajan Executive Director: 1. Gillette India Limited Ms. Sonali Dhawan Non-Executive Director: 1. Gillette India Limited Mr. Gagan Sawhney Executive Director: 1. Gillette India Limited Mr. Ghanashyam Hegde NIL (b) Number of meetings of the Board Four (4) meetings of the Board were held during the Financial Year July 1, 2019 to June 30, 2020. These meetings were held on August 21, 2019, November 5, 2019, February 12, 2020 and May 8, 2020. (c) Directors’ attendance record Name of Director No. of Board meetings held during the tenure No. of Board meetings attended * Last Annual General Meeting (Whether Attended) Mr. Rajendra A. Shah 4 4 Yes Mr. Madhusudan Gopalan 4 4 Yes Mr. Bansidhar S. Mehta 4 4 Yes Mr. Anil K. Gupta 4 4 No Mr. Pramod Agarwal 4 4 Yes Mr. Ghanashyam Hegde 4 4 Yes Ms. Sonali Dhawan 4 2 Yes Mr. Karthik Natarajan 4 3 No Ms. Meena Ganesh 4 4 Yes Mr. Gagan Sawhney 4 4 Yes * Board Meeting held on May 8, 2020 was convened through video conference. (d) Separate meeting of Independent Directors The Independent Directors of the Company met separately without the presence of Non-Independent Directors or management representatives on August 25, 2020 (via video- conferencing) to review the performance of non-independent directors; the Board & the Chairperson of the Company, and to assess the quality, sufficiency 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 Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The RPT Policy is available on the Company’s website at https:// in.pg.com/india-governance-and-policies/pghh/ terms-and-policies/#policies. 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 independent chartered accountant firms 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. There are no material pecuniary relationships or significant transactions made by the Company with its Promoters, Directors or management, their subsidiaries or relatives etc.