Corporate Governance

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The name Dabur evokes the feeling of ‘Trust’ in the minds of our consumers and also our investors. As a publicly traded Company, Dabur India Ltd is committed to conduct business with integrity and ensuring adherence to all laws and regulations and achieving highest standards of Corporate Governance. The Company has set the highest standards in transparency to not just maintain but also grow the confidence of all its stakeholders.

We take pride in the fact that Dabur meets and exceeds all local Corporate Governance standards and requirements. Strong corporate governance, ethical corporate behaviour and fairness to all stakeholders are part of Dabur’s strong 139-year-old legacy, and are embodied in our Code of Ethics & Conduct. All Directors and employees are bound by our Code of Conduct available at www.dabur.com/sites/default/files/2021-05/165-codeofconductslidesnew.pdf

Our governance approach promotes the ethos of transparency, accountability, and fairness while creating competitive positioning in the market to generate long-term value for the shareholders and foster the stakeholders’ rights and interests.

We are committed to continuously scaling up our Corporate Governance standards. Strong corporate governance is the bedrock of our sustained performance and has helped us gain the trust and respect of all our stakeholders.

  • 57% Board Independence
  • 100% Independent Audit Committee
  • 5 out of 6 Committees led by Independent Directors
  • Board Age diversity – 35-50 years is 13%,
  • 51 to 65 years is 34%, 66-90 years is 53%
  • 98.6% Board Meeting attendance
  • 96% average Committee meetings attendance
  • ESG committee formed during the year to address environmental, social, and governance issues and drive sustainable practices within our organization
  • Distributed 921 Crore as dividend to shareholders during FY 2022-23

Corporate Governance Structure

Governing Body

Our Governing Policies

Our policies are designed to direct every action and interaction with our company. These Policies and Directives are not just a fundamental part of our strategy, but the basis of how we drive sustainability within the Company and our extended Value Chain.

  • Anti-Corruption and Anti-Bribery Policy
  • Human Rights Policy
  • Biodiversity Policy
  • Supplier Code of Conduct
  • Quality Policy
  • Food Safety Policy
  • Risk Management Policy
  • Privacy Policy
  • Occupational Health and Safety Policy
  • Non-Discrimination and Anti-Harassment Policy
  • Environment Policy
  • Policy on Disclosure of Info Under Listing Regulations
  • CSR Policy
  • Policy on Related Party Transactions
  • Policy on the Preservation of Documents
  • Dividend Distribution Policy
  • Policy on Material Subsidiary
  • Investors Policy
  • Code of Corporate Disclosures
  • Policy on Directors Appointment and Policy on Remuneration
  • Direct Touch (Whistle Blower Policy)
  • Code of Ethics and Conduct
  • Ethical Marketing Policy
  • Tax Policy

Board Demographics

Highly Engaged and Diverse Board and Board Committees

14
Board Size
98.6
%
Board Attendance
95.88 %
Committee meeting attendance
5
Number
of Board Meetings
23
Number
of committee meetings
11
Years
Average Tenure (Independent directors)

Seperate role of Board Chairman and CEO

Board Independence

Additional disclosures for Board Committees

Audit Committee
Process adopted by the Committee to fulfil its objectives / Highlights of the year
1. Oversight on ethics matters
2. Review of financial results with the management
3. Review and approval of related party transactions
4. Review of Internal Audit Reports
5. Evaluation of Risk Management Systems
Composition and Attendance
100% Independence
5 Members
5 Meetings
98% Attendance

Attendance details of Audit Committee

Name of Director Category Entitled toAttend Attended % of Attendance
Mr. P. N. Vijay Chairman, Independent Director 5 5 100%
Mr. R. C. Bhargava Independent Director 5 5 100%
Mr. Ajit Mohan Sharan Independent Director 5 5 100%
Mr Mukesh Hari Butani Independent Director 5 5 100%
Mr. Rajiv Mehrishi Independent Director 5 5 100%

Audit committee report for the year

Activities of the committees during the year Frequency
Oversight on ethics matters Quarterly
Oversight of financial reporting process and disclosure of financial information Quarterly
Recommending to the Board the appointment, reappointment, terms of appointment/reappointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees/remuneration Quarterly
Discussion with internal auditors any significant findings and follow-ups thereon Quarterly
Review the functioning of the Whistle-Blower mechanism Quarterly
Evaluation of Risk Management Systems Quarterly
Approval and review of related party transactions Quarterly

ESG committee report for the year

Activities of the committees during the year Frequency
Oversight on Company’s ESG matters Quarterly
Formulate and review framework, strategies, activities and policies of the Company regarding sustainability including environment, social and governance (ESG) related matters Quarterly
Monitor Company’s ESG ratings / scores from ESG rating agencies, devise and implement improvement plan thereto Quarterly

Risk Management committee report for the year

Activities of the committees during the year Frequency
Formulate a detailed risk management policy which shall include a framework for identification of internal and external risks; measures for risk mitigation; and Business continuity plan Periodically
Monitor and oversee implementation of the risk management policy Quarterly
Review the risk management policy, at least once in two years Periodically

Corporate Social Responsibility Committee report for the year

Activities of the committees during the year Frequency
Formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company Periodically
CSR Budget approval and progress review; Recommend the amount of expenditure to be incurred on the activities Quarterly
Oversight on Compliance Quarterly
Oversight on Development Interventions Quarterly
CSR Budget approval and progress review Quarterly
Monitor the CSR Policy of the Company from time to time Quarterly

Nomination & Remuneration committee report for the year

Activities of the committees during the year Frequency
Formulate the criteria for determining qualifications, positive attributes and independence of a Director Periodically
Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down Periodically
Formulate the criteria for evaluation of director’s and Board’s performance Periodically
Devising a policy on Board diversity Periodically
Framing the Employees Share Purchase Scheme/Employees Stock Option Scheme Periodically

Stakeholders’ Relationship committee report for the year

Activities of the committees during the year Frequency
Transfer/transmission of shares Quarterly
Split up/sub-division and consolidation of shares Quarterly
Issue of new and duplicate share certificates Quarterly
Transfer of shares to IEPF Authority Quarterly
Release of shares from unclaimed suspense account of the Company Quarterly
Look into redressal of shareholders’ and investors’ complaints relating to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new / duplicate share certificates, general meetings, etc Quarterly
Issue and allot Non-Convertible Debentures Periodically
download-pdfAnnual Report 2022-23