Our Approach to Corporate Governance

Good corporate governance is fundamental and central to Lupin’s business, extending beyond mere legislative and regulatory compliance. Strong leadership as well as effective policies and practices have been the hallmark of our operations, rooted in our core values and culture. This enables effective management of our business and forms the foundation for trust in our company for all our stakeholders, enhancing our ability to drive and deliver value.

As a responsible corporate citizen, Lupin is built on the pillars of commitment, honesty, integrity, and transparency in dealings where substance overrides form. Forming an integral part of the culture, these pillars guide business strategies, enable fiscal accountability and ethical corporate behavior while ensuring fairness to all our stakeholders including regulators, employees, suppliers, customers, vendors, investors, and the community.

Our corporate governance philosophy is built on:

  • Equity in dealings with all stakeholders and upholding their trust
  • Going beyond regulatory requirements to satisfy the spirit of the law
  • Ensuring transparency and maintaining a high level of disclosure
  • Clear and transparent communication with respect to the workings of the company

Code of Conduct

With a strong governance framework that forms the basis for sustainable growth, Lupin has consistently expanded its global footprint and leadership in a driven business environment. We believe in acknowledging, accepting, and adhering to the highest standards of ethical conduct, thereby creating trust and responsibility amongst our stakeholders. This framework, along with the internal controls and systems supports our financial performance and provides long-term value creation.

We have formalized a Code of Business Conduct and Ethics for all employees, Directors and officers. In addition, all Lupin business partners, including joint ventures, who are working on our behalf or in our name, through outsourcing of services, processes or any business activity, are required to act in alignment with this Code. The Code encourages trust, integrity, professionalism and excellence in all our employees, customers and business partners and outlines a set of rules and regulations that govern behavior . It is supplemented by the Code of Ethics that serves as a moral compass to guide all our actions. It has been designed to guide ethical and effective decision-making aligned to Lupin’s core values, and in compliance with applicable laws and regulations. It underpins integrity, objectivity, professional competence, professional behavior and respect for each other as the guiding principles behind all our decision making.

Board of Directors

Strong corporate governance practices enhance trust, transparency, and accountability necessary for fostering long-term investment, financial stability, and business integrity, thereby fostering stronger economic growth and more inclusive societies. Lupin strongly believes in creating a positive impact on the lives of people through the adoption of the highest standards of corporate governance. Our diversified Board consists of highly experienced professionals from diverse backgrounds, including people with international experience in the pharmaceutical industry and beyond, who bring together varied perspectives and skills. The leadership team is responsible for evaluating the effectiveness of management policies, setting corporate objectives, providing strategic direction and standing as a pillar for the senior management to drive growth and generate shareholder value.

Independent Board committees engage throughout the year to review and deliver best-in-class governance practices to remain effective. Decisions by the Board, its committees and other governance structures are made in good faith to promote the success of Lupin for the benefit of our stakeholders.

Board Committees

The Board has constituted several committees with clearly defined roles and responsibilities to ensure that every issue is effectively focused upon and there is expedited resolution on diverse matters. These committees meet at regular intervals in terms of a preset cadence, deliberate on matters of a technical or specialist nature and provide counsel and advise to the statutory Board. The Key Committees of the Board are:

  • Audit Committee
  • Corporate Social Responsibility Committee
  • Nomination, Remuneration Committee
  • Stakeholders Relationship Committee
  • Risk Management Committee

The committees are manned with members of the Board who have specific skills and knowledge of the topics and themes that are covered by the committees. This helps in a more intense discussion at the committee level, and inputs from the committee are used to brief the board or for further discussion by the broader board.

Our Approach to ESG Governance

Our ESG approach is inextricably linked into the way we do business and is an extension of our endeavors to serve patients and the society at large. Our endeavor is to pursue a business model that is environmentally sustainable, commercially viable from a long-term business proposition, and caters to the needs of the community. From our perspective, given the changing landscape in terms of global warming, geo-political and societal tensions, nationalistic fervor and rising expectations from all stakeholders, intertwining our business objectives with active ESG goals is an absolute imperative.

In FY21, we embarked on our ESG journey by laying a foundation that embeds ESG aspects within our core business strategy. In FY22, our work acquired greater depth and is now well-entrenched into our governance structure and approach to doing business.

Chaired by our Global CFO & Head Corporate Affairs , we formed the ESG Core Committee to provide accountability for ESG-related risks and opportunities as well as undertake responsibility for the implementation of the ESG strategy. To warrant

that ESG integration permeates within all operations, the members of the ESG Core Committee constitute of business function heads who align the goals of their functions with the ESG objectives of Lupin. The ESG Core Committee is also responsible for reporting on the priorities and progress to the Board of Directors.

At Lupin, the conversations with respect to ESG action and impact are now driving boardroom conversations and these aspects are being embraced in our decision-making processes. Material issues that are relevant to our company and reviewed by our corporate governance structure are covered in the chapter “Materiality Assessment – FY22”.

For more details, please refer to the Corporate Governance Report on Page 186.