PRESENTATION

ON
 Corporate Governance is the system by which
companies are directed and controlled.
---- Cadbury
Committee (U.K)

Fundamental objective of corporate governance

is the enhancement of the long-term value while
at the same time protecting the interests of other
stakeholders.
---- Kumar Mangalam Birla Committee (India)
 Company Overview-Biocon
• "Our ability to continuously scale new heights across the
biopharmaceutical value chain enables us to realise the promise of future
therapeutics."

----Kiran Mazumdar-Shaw, Chairman & Managing Director

• "We are committed to delivering value to all our stakeholders. By

leveraging our proprietary products and technologies we will achieve
robust growth and sustained financial performance."
---- Murali Krishnan K.N, President, Finance

• Biocon is a fully integrated healthcare company that delivers innovative

biopharmaceutical solutions
Biocon’s Area of Operation, Employee Strength
and Share Information
 Biocon is an integrated biotechnology enterprise focused on the
development of biopharmaceuticals. The Biocon group of companies
consists of Biocon - the flagship, holding company and its subsidiaries,
Syngene, Clinigene and a joint venture company, Biocon
Biopharmaceuticals. Principal areas of operations include:
• Biopharmaceuticals
• Custom & Clinical Research Services
 Team Biocon comprises of 2,277 employees (as on March 31st, 2008) in
various field, with a strong scientist portfolio.
 In March 2004, Biocon went public with an IPO of 10,000,000 fresh equity
shares of Rs. 5 each at a price of Rs. 315 per share.
 The Annual General Meeting (AGM) of the Company for the year 2008-09
is proposed to be held on July 17, 2009
 Mission

• To be an integrated biotechnology enterprise of global distinction.

• Essential to this mission is excellence in:

• Intellectual asset creation through discovery, research and development

• State-of-the-art manufacturing capabilities

• Internationally benchmarked quality and regulatory systems

• New medical insight through disease specific clinical research
• Customer relationship through outstanding products and services
• Human resource development through training, mentoring and empowering

• Management of research and business partnerships

Corporate Structure
 Main Issues In Corporate Governance

• Role of Board of Directors

• Composition of the Board
• Audit Committee
• Shareholder’s Committee
 Corporate Governance of Biocon
• Biocon's Board of Directors is headed by an Executive Chairman and
comprises of one Executive Director and six Non-Executive Directors.
• 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
authorized and subsequently monitored by The Board.
• The Board acknowledges responsibility for Biocon's systems of internal
control and review of their effectiveness. The systems utilized are intended to
manage rather than eliminate the risk of failure to achieve business objectives.
Biocon recognizes that such systems can provide reasonable, but not absolute,
assurance against material miss Statement or loss.
 Cont…..
• 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.
 Cont…
• 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 maximize 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.
 Cont…

• 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 30 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.
 Board of Directors

Prof. Charles L. Cooney Mr. Suresh Talwar Dr. Bala S. Manian

Dr. Neville Bain

Ms. Kiran Mazumdar- Mr. John Shaw Prof. Ravi Mazumdar Prof. Catherine Rosenberg
Shaw Alternate Director, Biocon
Chairman & Managing Vice Chaiman, Biocon
Director, Biocon
 Key Management Team

K. M.Shaw, John Shaw, Goutam Das, A.S. Arvind,

Arun Chandavarkar
Chairman & MD COO, Syngene COO, Clinigene
Vice Chairman COO, Biocon

Murali Krishnan, M.B. Chinappa Harish Iyer, Rakesh Bamzai, Ravi C.Dasgupta,
CFO, Syngene GM,R&D President, Marketing
President, Finance Group Head, HR
Board Committees

• Audit Committees
1. Dr. Neville Bain
2. Prof. Charles L. Cooney
3. Mr. Suresh Talwar

• Remuneration Committees
1. Prof Charles L. Cooney
2. Dr. Neville Bain

• Investor Grievance Committees

1. Dr. Neville Bain
2. Ms. Kiran Mazumdar-Shaw
3. Mr. John Shaw
 Capital Structure
From Year To Year Class Of Authorized Issued Capital Paid Up Paid Up Paid
share capital share(no.) face value Up Capital
2007 2008 Equity Share 60.00 50.00 100000000 5 50.00
2006 2007 Equity Share 60.00 50.00 100000000 5 50.00
2005 2006 Equity Share 60.00 50.00 100000000 5 50.00
2004 2005 Equity Share 60.00 50.00 100000000 5 50.00
2003 2004 Equity Share 60.00 50.00 100000000 5 50.00
2002 2003 Equity Share 2.00 1.84 1837650 10 1.84
2001 2002 Equity Share 2.00 1.82 1821780 10 1.82
HOW CORPORATE GOVERNANCE FAILS….. A BURNING EXAMPLE - ENRON