PGHH_AR_2020

Annual Report 2019-20 54 Procter & Gamble Hygiene and Health Care Limited which have potential conflict with the interests of the Company at large. All transactions with related parties are disclosed in Note 32 forming part of the Financial Statements. (f) Remuneration of Directors Members of the Company at their 54 th Annual General Meeting held on November 29, 2018 had approved payment of commission to the Non-Executive Directors of the Company upto a maximum of 1% of the net profits of the Company per annum in the aggregate, for a period of 5 years w.e.f. July 1, 2018 and had also empowered the Board of Directors to fix the quantum of commission payable to 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 25, 2020 approved payment of annual commission of ` 14 lakhs each, to Non-P&G (who are not in employment of any P&G group entity) Non-Executive Directors. Such directors are paid commission to compensate for their valuable contribution to the Company. No fee or compensation is payable to the Directors on severance of Directorship of the Company. Details of the remuneration to the Directors of the Company for the Financial Year ended June 30, 2020 are given below: Amount in ` Name of Director Relationship with other Directors Salary including Bonus + PF contribution** Commission Sitting Fees Shares held (Equity Shares of ` 10/- each)* Mr. Rajendra A. Shah None — 14,00,000 3,50,000 12,906 Mr. Madhusudan Gopalan None 6,12,37,806 $ — — — Mr. Bansidhar S. Mehta None — 14,00,000 3,20,000 3,799 Mr. Anil Kumar Gupta None — 14,00,000 4,70,000 — Mr. Pramod Agarwal None — 14,00,000 2,45,000 50 Ms. Meena Ganesh None — 14,00,000 2,60,000 — Ms. Sonali Dhawan None — # — — — Mr. Karthik Natarajan None — @ — — — Mr. Ghanashyam Hegde None — ^ — — — Mr. Gagan Sawhney None — ! — — — * Excludes shares held by relatives. ** Remuneration does not factor any remuneration cross charged in terms of the common service agreement. $ Mr. Madhusudan Gopalan is paid by the Company and portion of the remuneration is cross charged to Gillette India Limited and Procter & Gamble Home Products Private Limited in proportion to their respective Net Outside Sales. Mr. Madhusudan Gopalan has exercised Stock Options of the ultimate Holding Company amounting to ` 58,14,467 under its Employee Stock Option Plan, which is included in the above mentioned remuneration. # ` 10.62 Lakhs being Company’s contribution to remuneration of Ms. Dhawan has been cross charged from Procter & Gamble Home Products Private Limited in terms of the common service agreement. @ ` 5.95 Lakhs being Company’s contribution to remuneration of Mr. Natarajan has been cross charged from Gillette India Limited in terms of the common service agreement. ^ ` 66.24 Lakhs being Company’s contribution to remuneration of Mr. Hegde has been cross charged from Gillette India Limited in terms of the common service agreement. ! ` 88.04 Lakhs being Company’s contribution to remuneration of Mr. Sawhney has been cross charged from Procter & Gamble Home Products Private Limited in terms of the common service agreement.