Corporate governance for DABUR Basic

1. Corporate governance of Dabur
Prepared by:

2.  Established : 1884
 Founder : Dr. S K Burman
 Basic Motive : Manufacture of Ayurvedic Drugs
 Achieved : By setting up manufacturing units and
setting up Research and
Development Labs
 Expanded its product line in the mid 1900’s by
launching Dabur Hair Oil and Chyawanprash
 Added Oral Care Products in the 1970’s
 Shifted base from Kolkata to New Delhi in 1972
 Launched Hajmola tablet in 1978
DABUR -THE BRAND

3. Corporate Governance?????
 Corporate governance involves a set of relationships
between a company’s management, its board, its
shareholders and other stakeholders ..also the structure
through which objectives of the company are set, and the
means of attaining those objectives and monitoring
performance are determined.”
 Corporate governance is a multi-faceted subject. An
important theme is to ensure the accountability of certain
individuals in an organization through mechanisms that try
to reduce or eliminate the principal-agent problem.
 It is a system of structuring, operating and controlling a
company

4. Corporate Governance Framework

5. Corporate Governance –Dabur way
 Committed to good Corporate
Governance benchmarked itself in
line with global practices.
 Understands and respects its fiduciary
role in the corporate world
 This attitude has earned recognition
and has strengthened its bond of trust
with stakeholders and the society at
large.
 Has earned ICSI’s “Corporate
Governance Excellence award in
2016”

6. Corporate Governance Philosophy
o It is to achieve business excellence and
optimize long term value for its shareholders
on a sustained basis through ethical business
conduct
o Envisages attainment of transparency,
accountability and equity

7. Some of the initiatives are:
 Professionalization of the board
 Lean and active Board (reduced from 16 to 10 members)
 Less number of promoters on the Board
 More professionals and independent Directors for better
management
 Governed through Board committees for Audit,
Remuneration, Shareholder Grievances, Compensation
and Nominations
 Meets all Corporate Governance Code requirements of
SEBI

8. Board of Directors:
 The Board of Directors of the Company represents an
optimum mix of professionalism, knowledge and
experience.
 The total strength of the Board of Directors of the
Company are 12 members.
 Besides Chairman, who is a Non-Executive Promoter
Director, the Board comprises of three Executive
Directors (of whom one is Promoter Director),two
NonExecutivePromoter Directors and six Non-
Executive Independent Directors.

9. Committee of Board
Dabur consists of 4 committee
 Audit Committee
 Remuneration cum Compensation Committee
 Shareholders/Investors Grievance and Share Transfer
Committee
 Nomination Committee

10. Audit Committee
 Oversight of the Company's financial reporting process
and disclosure of its financial information to ensure
that the financial statement is correct, sufficient and
credible.
 Recommending to the Board the appointment, re-
appointment and, if required, the replacement or
removal of the statutory auditor and the fixation of
audit fees.
 Approval of payment to statutory auditors for any other
services rendered by the statutory auditors

11. Remuneration cum Compensation
Committee
 Framing and implementing, on behalf of the Board and on
behalf of the shareholders, a credible and transparent
policy on remuneration of Executive Directors, including
ESOP, pension rights and any compensation payment.
 Considering, approving and recommending to the Board
changes in designation and increase in salary of the
Executive Directors.
 Ensuring that the remuneration policy is good enough to
attract, retain and motivate the Directors.

12. Shareholders/Investors Grievance
and Share Transfer Committee
 Transfer/Transmission of shares.
 Split-up/Sub-division and Consolidation
of shares.
 Dematerialization/ materialization of
Shares.
 Issue of new and duplicate share
certificates.
 Registration of Power of Attorneys,
Probate, Letters of Transmission or
similar other documents

13. Nomination Committee
 To identify and recommend
suitable candidates to the Board
of Directors for appointment as
members of the Board.
 To engage the services of
consultants and seek their help in
the process of identifying
candidates for appointments to
the Board.
 • To decide the remuneration of
consultants engaged by the
Committee.

14. Conclusion
 Corporate governance practices exert great influence
on the performance of the company.
 Shareholders should ensure that the composition of
Board of Directors is a balanced mix of independent
directors and management appointees. This would help
keep a check on the internal processes of the company.
 Companies which are having good governance
practices will have good image among the investors
and public as a whole.

15. THANK YOU!!!!