Ranbaxy had set up four committees, which have held 24 meetings over thepast few months. The Sebi guidelines prescribe at least 21 meetings. Sourcessay the company will ensure full compliance before the stipulated date ofMarch 31, 2001.

According to the corporate governance code adopted by the board, fourindependent committees have been constituted - management, finance, audit,and science. While the management, finance, and audit committees are headedby Khanna, the science panel is headed by eminent scientist Nityanand.

The committees have been given the power to consider in greater depth thepolicy and programme proposals, which may finally require approval from thecompany's board.

The designated committees constitute a majority of non-executive directorscomprising one or more such directors. The Sebi committee has recommendedthat at least half the board members should be non-executive directors.Ranbaxy's committees are intended to provide a fora for periodical exchangeof information and ideas between the operating management and non-executivedirectors.

The science committee, in its four meetings, has taken up issues like theresearch and development (R&D) organisation structure, R&D activities inglobal perspective, and has recommended laying down guiding principles forattracting, retaining, and rewarding high-calibre scientists.

The management committee, in its eight meetings, has taken up key issueslike the medium term plan for Ranbaxy, acquisition and investment proposals,employee turnover analysis, retention of talent and environment, and healthand safety measures.

The idea of establishing the code of corporate governance in Ranbaxy wasfirst mooted by former chairman and managing director Parvinder Singh inJune 1999.

The recommendations of the Sebi committee were formally adopted throughamendments in the listing agreements with stock exchanges last year. Thoughmost of the guidelines have been implemented by the company, the remainingones would be looked into by the corporate governance committee.

The four specialised committees have been set in accordance with the newglobal trends of making the management of corporation businesses moretransparent and institutionally sound.

Regarding disclosure of directors' remuneration, at present, the disclosurein most corporates is through summarised figures in notes to the accountsand details of components of the remuneration package set out in the noticeseeking shareholders' approval. In case of Ranbaxy, the management committeewill look into the remuneration of the working directors.

Simnilarly, Ranbaxy's finance committees have held six meetings, and willchart out financial policies and strategies, delegation of financialauthorities, and risk-management and insurance strategies.

The corporate governance guidelines stipulate that a company's directorsare appointed on the basis of proven competence and professional experience.Similarly, the non-executive directors, including the chairman, need to bemore actively involved in guiding the full-time management on policy matters.