PGHH_AR_2020

Annual Report 2019-20 59 Company Overview Board's Report MD&A Corporate Governance Financial Statements Procter & Gamble Hygiene and Health Care Limited The Company has adopted a Risk Management Policy, which aims to create a standard, structured and efficient approach to identify, assess and mitigate risks. Our Company meetings are structured to plan, assess and mitigate risks. These include annual & monthly business planning meetings as well as specific category and go-to-market assessments. Cash & Investment Committee TheCompanyhas constitutedaCash& Investment Committee, comprising of Mr. Pramod Agarwal (Chairman), Mr. Anil Kumar Gupta (Member), Mr. Karthik Natarajan (Member), Mr. Gagan Sawhney (Member) and Mr. Ghanashyam Hegde (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. Pramod Agarwal 2 2 Mr. Anil Kumar Gupta 2 2 Mr. Karthik Natarajan 2 2 Mr. Gagan Sawhney * 1 1 Mr. Ghanashyam Hegde * 1 1 * Mr. Gagan Sawhney and Mr. Ghanashyam Hegde were inducted as Members of the Cash & Investment Committee effective August 21, 2019. The role of the Committee is as follows: Assessment and recommendation to the Board the best possible utilization of cash generated by the Company, on basis of following primary considerations– i) protecting long term growth of the Company; ii) maximizing return to the Shareholders; and iii) ensuring risk free investments choices. (h) Familiarization programme for Independent Directors The familiarization programme aims at familiarizing the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates and business model of the Company. Your Company conducts induction session for new independent directors and presentations at meetings of the Board and meeting of various Committees of the Board periodically to familiarize the Independent Directors with the business performance, business strategy, operations and functions of the Company. Such presentations help the Independent Directors to understand the Company’s strategy, business model, operations, market, competition, organization structure, risk analysis and such other areas. Each member of the Board, including the Independent Directors, are given any information relating to the Company, whenever they so request. Independent Directors have the freedom to interact with the Company’s management. In case of appointment of new Independent Director on the Board of the Company, the Company would: ● Issue a formal letter of appointment at the time of appointment; and ● Provide introductory documents including Annual Report, Board committee framework, codes of conducts, as may be applicable to the Director, various Policies and procedures adopted by the Company. The familiarization programme is available on the Company’s website at https://in.pg.com/ india-governance-and-policies/pghh/terms- and-policies/#fam-programme. (i) Succession planning The Nomination and Remuneration Committee works with the Board on the leadership succession plan to ensure orderly succession in appointments to the Board and in senior management. The Company strives to maintain an appropriate balance of skills and experience within the organization and the Board in an endeavor to introduce fresh perspectives while maintaining experience and continuity. By integrating workforce planning with strategic business planning, the Company puts the necessary financial and human resources in place so that its objectives can be met. Our Board members bring to the table their broad and diverse skills and viewpoints to aid the Company in advancing its strategy.