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Corporate Governance

We are bolstering our systems and improving
our efforts to promote sound corporate management.

The Unicharm Group promotes sound corporate management guided by our corporate ideal of pursuing proper corporate management principles. This combines corporate growth, associate well-being and the fulfillment of our social responsibilities.

In June 1999, we introduced an executive officer system to facilitate the swift execution of operations and clarify executive responsibility and authority. In 2004, we launched the Schedule-Action-Performance-Schedule (SAPS) Plan, which concluded our past management methods and emphasized our principle of respecting human life and dignity and obtaining a sense of achievement. We are promoting operations based on a system of concentrating time and energy on priority issues by setting clear management targets. Ultimately, the Group is endeavoring to improve efficiency in the execution of the directors' functions.

The Board of Directors meets once a month to hold substantive discussions and deliberate on significant issues related to the execution of operations at an executive level. These meetings also provide directors with an opportunity to analyze the Company's progress towards its management targets, as well as a forum in which to resolve any management issues.

Unicharm's current governance structure consists of eight directors, twenty one executive officers (seven of whom hold concurrent positions as directors), and four corporate auditors, including two external auditors. (As of July 6, 2011)

Corporate Social Responsibility (CSR)Policy


1.    Introduction

Corporate Social Responsibility (“CSR”) entails the continuing commitment by business to contribute to economic & social development of the society, while improving the quality of life of the local community and society at large and fulfilling the obligations under Section 135 of the Companies Act, 2013 and the Rules thereunder (the “Act”).


2.     Objectives and Focus Areas:

The objectives of  CSR as enumerated under the Act is to carry out one  or   more  of    the  following activities as are provided for in the Act and summarized below:


·  eradicating hunger, malnutrition, poverty, promoting health care (including preventive healthcare e.g. provisions for aids and appliances to the differently able persons) and sanitation (including contribution to the Swach Bharat set up by the Central Government) and making available safe drinking water etc.;

·  promotion of education including special education, consumer education and awareness, employment enhancing vocational skills especially among children, women, and elderly and livelihood enhancement projects, etc.;

·  promoting gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age homes, day care centers and such other facilities for senior citizens and, measures for reducing inequalities faced by socially and economically backward groups;

·  ensuring environmental sustainability, ecological balance, protection of flora and fauna, agroforestry, conservation of natural resources, ecological balance, animal welfare and maintaining the quality of soil, air and water (including contribution to the Clean Ganga Fund set up by the Central Government for rejuvenation of river Ganga) etc.;

·  protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts etc.;

·  measures for the benefit of armed forces veterans, war widows and their dependents;

·  training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;

·  contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief  and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;

·  contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;

·  Rural Development projects;

·  Slum Area Development; and

·  such other matters as are prescribed by the Central Government under the provisions of the Companies Act, 2013 and Rules made there under from time to time.

It is believed that by focusing on some of these areas, the Company can assist the nation in its development. 

It is not essential on the part of the company to carry out all activities; it may carry one or more activities from time to time.

Specific exclusions: Under the Act, the following activities are specifically excluded from the ambit and scope of CSR activities:


·  Activities undertaken by the Company in pursuance of its normal course of business;

·  Activities undertaken by the Company with financial contribution by the employees;

·  Activities which are exclusively for the benefit of the employees of the Company or their family members;

·  Activities carried on out outside India; and

·  Contribution of any amount directly or indirectly to any political party under other provisions of the Companies Act.


Under the Act, the CSR activities must be undertaken by the Company in project/ programs mode and not as one off event.  Further, the Company shall, while spending the amount earmarked for CSR activities, give preference to the local area and areas around it where it has its offices.

The Company may also collaborate with other companies for undertaking eligible CSR projects or programs and may also decide in favour of building its own CSR capacities.

3. Corporate Social Responsibility Committee:


3.1 Corporate Social Responsibility Committee (“CSR Committee”) has been constituted by the Board of Directors in accordance with Section 135 of the Act to undertake projects or programs relating to CSR activities.
3.2 Quorum: Quorum for the CSR Committee Meeting shall be any two members.
Committee may, from time to time, invite Company’s representative(s) as it deems fits in their meeting.


4. CSR Spend:

The CSR Committee shall develop and recommend the overall budget for approval by the Board, taking into consideration the requirements set forth in the Act. The surplus arising out of CSR projects, programs or activities shall not form part of business profit of the Company.

The Company may spend up to 5% of the total CSR expenditure (including administrative overheads) in one financial year on building CSR capabilities.


5.   Responsibilities and Duties of CSR Committee:

The CSR Committee shall be responsible for the following:

·  At least once annually, ascertain and recommend to the Board, the minimum amount that the Company will spend on CSR Activities every year in accordance with the Act.

·  At least once annually, identify and recommend to the Board the initiatives, specification of the projects and programs that are to be undertaken by the Company in and around the place where the offices of the Company are located and the amount to be spent on each initiative (except for contribution to the Prime Minister's National Relief Fund or other fund as is established by the Central Government.)

·  The CSR Committee will be responsible for all compliance & regular monitoring of the contribution to check whether the amounts have been utilized in a manner that meets the objectives of the CSR Policy.

·  Prepare modalities of the execution of the projects to be undertaken, and implementation schedules for the same in discussions with the implementing agencies.

·  Oversee the execution, implementation and monitoring of the CSR Policy and the CSR Activities to be undertaken thereunder, preferably in the local area where the Company operates.

·  To place reports of the various initiatives/CSR activities undertaken by the Company, the amount spent from the corpus at regular intervals before the Board of Directors.

·  Recommend changes in the CSR policy to conform to the requirements of the law as amended from time to time and get the changes approved from the Board of Directors of the Company.

·  On an ongoing basis, evaluating and developing the content and integrity of any reporting to external stakeholders concerning CSR matters including the CSR report.


6. Monitoring Mechanism:


·  All projects and programs will be monitored by the CSR Committee, based on reports and regular field visits. The monitoring process will cover both programs and financial reviews.

·  The CSR Committee will receive periodical progress reports of all CSR activities undertaken.


7. Display of CSR activities on the website of the Company:

The contents of the CSR Policy shall be displayed on the website of the Company.


8. Disclosures and Reporting:

An annual report, in the format specified in the Companies (Corporate Social Responsibility) Rules, 2013 and any amendment thereto from time to time, on the activities undertaken under the CSR initiatives shall be prepared by CSR Committee and shall be suitably integrated into Directors’ Report of the Company.



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