INTRODUCTION

GlaxoSmithKline Pharmaceuticals Ltd is an Indian subsidiary of GlaxoSmithKline plc, one of the world's leading research based pharmaceutical and healthcare companies. It is listed on the NSE and BSE in India. It was founded 13 November 1924 in India under the name of H.J.Foster & Co. Limited as an Agency House for distributing Baby Food Glaxo, Joseph Nathan & Co. In 1950, It changed its name to Glaxo Laboratories (I) Ltd. It is one of the oldest pharmaceuticals companies in India. It product portfolio includes prescription medicines and vaccines. Its prescription medicines range across therapeutic areas such as anti-infectives, dermatology, gynaecology, diabetes, oncology, cardiovascular disease and respiratory diseases. It also offers a range of vaccines, for the prevention of hepatitis A, hepatitis B, invasive disease caused by H, influenzae, chickenpox, diphtheria, pertussis, tetanus, rotavirus, cervical cancer and others. The company currently employs over 4000 employees in India. The company has total revenues of over Rs.35 billions, gross profit of over Rs.17 billion and net profits of over Rs.4.3 billions.
The financial year for GlaxoSmithKline Pharmaceuticals Limited is the calendar year i.e. begins on January 1 and ends on December 31.

Share Holding Pattern as on 31.12.2011

Domestic Companies 2% Resident Individuals 14% Others 0%

Mutual Funds 4%

Glaxo Group Limited 36%

FIIs, NRIs, OBCs 17% Eskaylab Limited 7% Insurance Companies, FIs & Banks 12%

Castleton Investment Limited 4%

Burroughs Wellcome International Limited 4%

GSKS PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

The Companys philosophy of Corporate Governance is aimed at assisting the management of the Company in the efficient conduct of its business and in meeting its obligations to stakeholders, and is guided by a strong emphasis on transparency, accountability and integrity. For several years, the Company has adopted a codified Corporate Governance Charter, which is in line with the best practice, as well as meets all the relevant legal and regulatory requirements. All Directors and employees are bound by Code of Conduct and the associated standards of Conduct that sets out the fundamental standards to be followed in all actions carried out on behalf of the Company.

ANALYSIS OF GSKS CORPORATE GOVERNANCE

As per the requirements and guidelines of the Securities Exchange Board of India (SEBI) Listing Agreement Clause 49, related to Corporate Governance of companies listed in India, following analysis has been done for GlaxoSmithKline Pharmaceuticals Ltd.

Board of Directors
Composition The present strength of the Board is fourteen Directors. Four Directors, including the Managing Director, are Executive Directors. There are ten Non-Executive Directors, of which, seven are Independent Directors. The composition of Board is as per the requirements set by regulators and government in India.

The Composition of board of past 5 years is: Year Executive Director Non-executive/Independent Directors Total FY 2012 4 10 14 FY 2011 4 10 14 FY 2010 4 9 13 FY 2009 4 8 12 FY 2008 4 8 12

For Past 5 years, 2/3rd of the Board has been Independent directors or Nonexecutive, which helps in maintaining Independence of the Board and proper supervision over the Senior Management.