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Corporate Governance
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- Biocon is committed to high standards of corporate governance and has in place appropriate structures and reporting systems. Our Board of Directors ensures good governance in practice and spirit.
- Biocon's Board of Directors is headed by an Executive Chairman and comprises of one Executive Director and six Non-Executive Directors. It meets regularly through the year, at the head office in Bangalore, with adhoc meetings when necessary. Its agenda includes approval of Company Strategy and the Annual Business Plan. Assisting The Board is an Audit and Remuneration Committee. Both operate under clear terms of reference which outline the authorities and duties of each Committee, allowing them to examine any information they consider relevant and take independent advice wherever necessary. Capital spend is authorised and subsequently monitored by The Board.
- Board agendas are agreed upon by the Chairman and Directors. Board Members are free to raise other issues at board meetings. Directors bring their independent judgment to all matters affecting the Company. Non-executive Directors have access to the Chairman at any time.
- The Board acknowledges responsibility for Biocon's systems of internal control and review of their effectiveness. The systems utilised are intended to manage rather than eliminate the risk of failure to achieve business objectives. Biocon recognises that such systems can provide reasonable, but not absolute, assurance against material mis-Statement or loss.
- The Audit Committee is chaired by Dr. Neville Bain and consists entirely of Non-Executive Directors. Its primary responsibility is to monitor the quality and reliability of the financial information used by The Board. In addition, it reviews the control environment, including the identification and management of Company risks. The Committee has written terms of reference and its findings and recommendations are reported directly to The Board by its Chairman. External auditors are invited to attend committee meetings. The Committee can meet with the auditors alone, if so desired by any party. In addition to reviewing the Company's annual financial statements, the Audit Committee also checks the effectiveness of accounting systems and internal control. It reviews the appointment and terms of reference of the external auditors, their fees, while also monitoring the effectiveness of the internal audit function. It keeps under review the level of non-audit services provided by external auditors.
- The Remuneration Committee is chaired by Prof. Charles Cooney and consists entirely of Non Executive Directors. It has clear written terms of reference and findings and recommendations are reported directly to The Board. The Committee has authority to undertake research on any compensation issue. The Company bears the expenses of such research.
- In setting the remuneration package for Executive Directors, the Committee aims to ensure that the total package including benefits is competitive with companies of similar size, activity and complexity and that accordingly, it will attract, retain and motivate senior staff with the required skills maximise returns for shareholders. The Committee receives advice from independent remuneration consultants including a comparability assessment against other companies of similar size and activity. It believes that a significant part of the remuneration package should be clearly linked to measurable company performance from which Shareholders benefit. Accordingly, the package balances base salary with performance incentives. The Committee keeps the total remuneration package and the balance of its various elements under regular review.
- The Directors have identified that Biocon has the resources to continue operating for the future. For this reason, the going concern basis was adopted in preparing the accounts.
- Over the last 32 years, Biocon has developed a strong set of values where integrity is central. The Board believes that values are a key ingredient in good governance.
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