PGHH_AR_2020

Annual Report 2019-20 57 Company Overview Board's Report MD&A Corporate Governance Financial Statements Procter & Gamble Hygiene and Health Care Limited The role of the Committee is as follows: ● Resolving the grievances of the security holders of the Company including complaints related to transfer / transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new / duplicate certificates, general meetings etc; ● Review of measures taken for effective exercise of voting rights by shareholders; ● Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent; and ● Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants / annual reports / statutory notices by the shareholders of the Company. During the Financial Year, the Company received 10 complaints from Shareholders. These complaints have been resolved during the Financial Year. There were no pending complaints as on June 30, 2020. Nomination and Remuneration Committee As on June 30, 2020, the Nomination and Remuneration Committee comprised of Mr. Anil Kumar Gupta (Chairman), Mr. Rajendra A. Shah (Member), Mr. Ghanashyam Hegde (Member), and Mr. Gagan Sawhney (Member). During the Financial Year, two meetings were held on August 21, 2019 and February 12, 2020. Attendance of the Members of the Committee during the Financial Year: Directors^ No. of Meetings held during tenure No. of Meetings attended Mr. Anil Kumar Gupta 2 2 Mr. Rajendra A. Shah # 2 2 Mr. Gagan Sawhney ** 1 1 Mr. Ghanashyam Hegde 2 2 Mr. Karthik Natarajan * 1 1 * Mr. Karthik Natarajan ceased to be Member of the Nomination & Remuneration Committee effective August 21, 2019. ** Mr. Gagan Sawhney was inducted as Member of the Nomination & Remuneration Committee effective August 21, 2019. # Mr. R. A. Shah shall cease to be member of the Nomination & Remuneration Committee effective September 23, 2020. ^ Mr. C. R. Dua has been inducted as Member and Chairman of the Committee effective September 24, 2020. The role of the Committee is as follows: ● Formulation of criteria for determining qualifications, positive attributes and independence of Directors; ● Formulation of evaluation criteria for performance evaluation of Independent Directors and the Board; ● Recommendation to the Board of a Policy, relating to the remuneration of Directors, key managerial personnel and senior management; ● Identification of persons who are qualified to become directors and who may be appointed in senior management and recommendation to the Board their appointment and removal; ● Carrying out evaluation of every Director’s performance; ● Devise a policy on Board diversity; and ● Any other role & responsibility, as may be mandated by any statutory legislation, from time to time. The Company has adopted Nomination and Remuneration Policy. The Nomination and Remuneration Policy is in compliance with all applicable provisions of the Companies Act, 2013, particularly Section 178 read together with the applicable rules thereto and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy is designed to attract, motivate and retain leadership members in a competitive and international market. The Policy reflects the Company’s objectives for good corporate governance as well as sustained long-term value creation for shareholders. The Policy is available on the website of the Company at https://in.pg . com/india-governance-and-pol icies/pghh/ terms-and-policies/#policies. This Policy is also annexed to the Directors’ Report as Annexure V . The Company has also adopted a Board Diversity Policy which is based on the principle that the Company’s Board of Directors should have a balance of skills, experience and diversity of perspectives appropriate to the Company’s business. The Company recognizes that a Board composed of appropriately qualified people with a broad spectrum of experience relevant to the business is important for effective corporate governance and sustained commercial success of the Company.