Procter & Gamble Hygiene and Health Care Limited

Corporate Governance:
Corporate Governance is the system or processes of rules and guidelines through which the
company is controlled and directed by balancing the interests of its stakeholders like the board of
directors, managers and other shareholders. It also ensures that the manager wont be able to take
all the decisions by himself thus protecting all the stakeholders. The importance of corporate
governance is that many a time manager use to manipulate the policy and make himself secure
during the hard times of the company without taking the stakeholders into consideration.

Corporate Governance in P&G:

Procter & Gamble is committed to a strong working culture of operating with honesty &
integrity at every external and internal platform. The company follows the code of Purpose,
Value & Principle (PVP) in its actions and also the employees reflect the same in their actions
which in turn ensures strict financial discipline and good Corporate Governance. In addition,
P&G strengthens responsibilities to its employees through its Worldwide Business Conduct
Manual. This manual also sets forth managements commitment to conduct its business affairs
with high ethical standards.

Top Shareholders in P&G India:

1. Procter & Gamble Asia HLDG: This is the subsidiary of the parent brand in US,
Procter & Gambler Home Products. Its present headquarter in India is in Chakala,
Mumbai. The market share of this company is 65.38% of the total shares.
2. Rosemount LLC: Rosemount Consulting Partners LLC is a boutique consulting firm
that focuses mainly on commodity finance and border trade. It is a US based firm whose
headquarter is in New York. The total holding of RCP in P&G India is 3.35%.
3. HDFC Asset Management Co Ltd: HDFC Asset Management Co Ltd is a major
subsidiary of HDFC India, Headquartered in Mumbai. This subsidiary was ranked 1 st in
the industry on the basis of assets under management. The total share of this company in
P&G India is 2.84%.
4. SBI Funds Management: SBI Funds Management is a non-banking subsidiary of State
Bank of India, Headquartered in Mumbai. It is one of the leading funding organizations
in the country. The total market share of the company in P&G India is 2.52%.
5. Temple Trees Impex & Investment: It is a private Indian non-banking company that
deals in wholesale on a fee or contact basis, headquartered in Mumbai. Its share in P&G
India is 1.91%.

6. General Insurance Corp of India: It is one of the major insurance companies in India
specially dealing in reinsurances, headquartered in Mumbai. Its share in P&G India is
1.59%.
7. Goldman Sachs Assets Management: It is one of the major subsidiaries of the
American Multinational financial institution. The total share in P&G India is 0.64%.
8. UTI Asset Management Co Ltd: It is an investment manager to the schemes of UTI
mutual funds. It is ranked 1st in the industry under Equity and Balanced schemes. Its
share in P&G India is 0.56%.
9. IDFC Mutual Fund: It is a mutual fund company that provides equity, hybrid and debts
funds online. Its share in P&G India is 0.50%.
10. Jupiter Investment Management Group Ltd: Jupiter is a fund management
organization headquartered in London. Its share in P&G India is 0.46%.

Board of Directors:
Procter & Gamble has a highly experienced Board of Directors ensuring the adherence of
organization ethics & codes for a top standard Corporate Governance. The Board members come
from a diverse background and with the understanding of serving in different other companies of
diversified business profiles.
-

Composition of the Board

The Board of Directors of the company comprises of Non-Executive Independent Director (Mr.
R A Shah), Executive Managing Director (Mr. S Khosla) and six other Non-Executive Directors.
While Mr. S Khosla looks after the day-to-day management of the company, the other two
independent directors are Mr. B S Mehta and Mr. A K Gupta.
The composition of the Board of Directors as on June 30, 2014 is as below:
Name of
Director

Categor
y

Designatio
n

Mr. R A Shah
Mr. S Khosla
Mr. B S Mehta
Mr. A K Gupta
Mr. P Agarwal
Mr. S Singh
Ms. S Dhawan

NED/ID
ED
NED/ID
NED/ID
NED
NED
NED

Chairman
Managing
Director
Director
Director
Director
Director

Other
Directorship
s
12
2
13
1
1
Nil
1

Other Board committee

memberships
Member
Chairman
8
2
9
2
Nil
Nil
Nil

3
Nil
4
1
Nil
NA
NA

The current composition of the board is:

Mr. Shantanu Khosla
Mr. B. S. Mehta
Mr. G.C. Das
Mr. C. R. Dua
Mr. Anil Kumar Gupta
Mr. Pramod Agarwal
Ms. Sonali Dhawan
Ms. Jessica Rastogi

MD
Chairman
Director
Director
Director
Director
Director
Deputy Company Secretary & Compliance Officer

There were four (4) board meetings held during the period July 1, 2013 to June 30, 2014. The
AGM for the financial year ended June 30, 2013 was held in December, 2013. Of these
meetings, the members of the Board of Directors attended those as given as follows:
Name of
Director
Mr. R A Shah
Mr. S Khosla
Mr. B S Mehta
Mr. A K Gupta
Mr. P Agarwal
Mr. S Singh
Ms. S Dhawan

No. of Board
meetings held
during the
tenure

No. of
board
meetings
attended

Last AGM
attended

4
4
4
4
4
1
1

4
4
4
4
1

Yes
Yes
Yes
Yes
No
NA
NA

So, from the above charts, we see that almost all the board members are committed to their
responsibilities and to the well-being of the organization. 3 members are executives out of 8,
which is a very good sign for the company as compared to its peer companies. This ensures that
there is no manipulation in the policies of the company by the 3 inside members as it will be
scrutinized by the other 5 members. The average tenure of the executives is 1 year which implies
that the executives changes every year. Also 25% of the board members are female, so it can also
be inferred that the company follows gender diversity in their board.
But having a total share of 65.38% makes the company almost unchallengeable ruler. Total share
of less than 50% is desired so as to ensure that the company doesnt make decisions alone
without consulting other board members.

Various other committees are:

Audit Committee:
Mr. C. R. Dua
Mr. B. S. Mehta
Mr. G. C. Das

Chairman
Member
Member

Mr. Anil Kumar Gupta

Member

Shareholders/Investors Grievance Committee:

This committee is formed with regards to resolving grievances of the shareholders of the
company and to oversee transfer/transmission of shares, issue of duplicate share certificates and
de-materialization of shares.
Mr. Anil Kumar Gupta
Mr. Shantanu Khosla

Chairman
Member

Nomination and Remuneration Committee:

Mr. G. C. Das
Mr. Anil Kumar Gupta
Ms. Sonali Dhawan

Chairman
Member
Member

Corporate Social Responsibility Committee:

Mr. Anil Kumar Gupta
Mr. Shantanu Khosla
Ms. Sonali Dhawan

Chairman
Member
Member

Code of Conduct:
o For Directors
The company has a code of conduct for the directors and senior people in management, which is
derived from 3 interlinked basic principles viz. good corporate governance, good corporate
citizenship and exemplary personal conduct. The code of conduct is being posted on companys
website at www.pg.com/en_IN and all the board members & senior management approves of it.

o For Prohibition of Insider Trading

The Board of Directors of the company has also in place the Insider Trading Code which is
modified in terms of amendments notified by SEBI under SEBI (Prohibition of Insider Trading)
Regulations, 1992 in November, 2008. It is being posted on companys website
www.pg.com/en_IN.

Communication to shareholders:
The quarterly results of the Company are announced within 45 days of completion of the quarter,
as prescribed under the Listing Agreement. Audited Annual Results are announced within Sixty
days of the end of Financial Year which are published in The Economic Times, Mumbai
Lakshadweep and The Asian Age.
The Companys results and official news releases are published on Companys website
www.pg.com/en_IN. Moreover the Annual Report is being sent to the Members at the email
address provided with Depository Participants/Registrar and Share Transfer Agent, as applicable.
The company has compiled with all the applicable requirements prescribed by Stock Exchanges,
SEBI and other regulatory bodies on all matters related to capital markets and no penalty has
been imposed on the Company in past three years.

Whistle Blower Policy:

The company follows a Whistle Blower policy as mentioned in the Worldwide Business
Conduct Manual. Any employee or other interested person can call on The Wordwide Business
Conduct Helpline (previously called the Alertline), to report about any violations about
Companys Business Standars, at any time of the day, seven days a week.
This helpline is not monitored by Company personnel and is available in most languages spoken
by employees around the world. Callers can be anonymous while reporting a violation.