Rigorous corporate governance shapes all aspects of company operations. As a listed company, we adhere to all applicable laws, regulations and governance requirements as required by the Stock Exchange Board of India. Beyond these foundations, the Company enforces high standards of individual integrity, business ethics, labour standards and environmental management.
Our governance framework reinforces business resilience and underpins progress towards sustainability goals. We regularly evaluate and update our policies to ensure they are relevant and accessible to stakeholders on the Company website for reference. The Company conducts internal and external audits to assess adherence to pertinent standards, laws, and reporting regulations. These evaluations serve as insights for both management and shareholders, with conclusions and advice being thoroughly reviewed.16
The Syngene Board includes one Executive Director, two Non-Executive Directors, and five Independent Directors with complementary skills and experience to ensure that it is able to provide independent, objective and effective oversight and decision-making.17
The Syngene Board comprises qualified members who collectively bring with them the required skills, expertise and competencies, which allow them to make effective contributions to the Board and Committees as required in the context of the business, thus being instrumental in the progress and growth of the Company.18
The responsibility for identifying and evaluating a suitable candidate for the Board is delegated to the Nomination and Remuneration Committee (NRC). Further details on the nomination and selection of Board Members can be found in our Annual Report FY 2022-23, click here.
16 GRI 2-12
17 GRI 2-9, 2-11 and 2-12
18 GRI 2-17
19 GRI 2-10
Our Executive ESG Council20 is chaired by the Managing Director & Chief Executive Officer, Jonathan Hunt who is also a member of the Board. The council also includes the Chief Financial Officer, the Chief Operating Officer, the Chief Human Resources Officer and the Head of Corporate Affairs. The Executive ESG Council is responsible for maintaining oversight on ESG performance and reports quarterly to the Stakeholder Relationship and ESG Committee of the Board.
Our Board Committees oversee company processes for identifying, investigating, and managing strategic issues.
For more information on Board Committees, please refer to the Annual Report, click here.
The Stakeholders Relationship & ESG Committee represents the views of the Board in overseeing delivery of the Company ESG goals. The Executive ESG Council reports progress to the committee quarterly.
Our Board diversity policy outlines the Board’s belief that a diverse Board, comprising individuals with varied expertise, backgrounds and industry knowledge greatly enhances the Company’s overall performance and effectiveness.
https://cdn.syngeneintl.com/2020/11/10173002/Syngene-Board-Diversity-Policy-2017.pdf
All Board appointments are made on the basis of merit, taking into account the necessary skills required for business operations, general management, financial expertise and industry knowledge.
The MD & CEO is responsible for the implementation of the ESG strategy and performance. The creation of an Executive ESG Council in 2021 was instrumental in shaping the ESG strategy. This governing body also ensures accurate reporting of progress to stakeholders.22
The Executive ESG Council delivers quarterly updates to the Stakeholders Relationship and ESG Committee. It is complemented by an ESG working group, overseen by the Head of Corporate Affairs. Members of this group are tasked with the implementation of ESG initiatives across company operations.
20 GRI 2-13
21 GRI 405-1
22 GRI 2-12 and 2-13
The Code of Conduct is binding for every employee within the organization and its subsidiaries. It articulates expectations from its stakeholders concerning matters such as conflict of interest, workplace harassment, anti-corruption and adherence to all legal requirements.23
During the year, a business ethics team was set up to oversee and monitor compliance with standards, across the business. The Code of Conduct is being revised with additional provisions on key areas such as anti-bribery, conflict of interest, fair employment, fair competition and social media usage guidelines. As part of the review, a third party audit of our anti-bribery, anti-corruption framework was undertaken and the findings will be incorporated into the updated version.
Synpliance, a proprietary compliance tool, is used to monitor and track compliance with all applicable standards and regulations governing our activity.24 A third party audit of the tool was conducted in the current financial year and the findings will drive improvements to the tool and associated procedures.
https://cdn.syngeneintl.com/2022/08/24154649/Code-ofEthics-and-Business-Conduct.pdfThe Supplier Code of Conduct is extended to suppliers, contractors, and business associates. Syngene is committed to strong and ethical business practices, and requires all suppliers and service providers to align with this commitment under the Supplier Code of Conduct.
The Supplier Code of Conduct covers key areas such as anti-bribery and corruption, embezzlement, labor standards and human rights and environmental compliances. In the current year, the document is also being enhanced with detailed provisions on material areas including on anti-bribery, export control, trade sanctions and forced labor.
Prior to onboarding, suppliers undergo due diligence in corruption, sanctions, economic crimes and litigations. A vendor anti-bribery, anti-corruption program is being introduced where vendors will be categorized according to risk and due diligence will be conducted for all high-risk vendors. Vendors are required to provide declarations once in two years with respect to their compliance with anti-bribery and corruption laws.
The Company provides various channels for stakeholders to report any non-compliance concerns. Apart from internal reporting options, Syngene also has partnered with an external independent organisation for non-compliance reporting, which also includes anonymous reporting. This external reporting service is available around the clock. The Integrity and Whistleblower policy outlines the procedure for any individual to raise concerns about suspected unethical or non-compliant activities and can be accessed at the
https://cdn.syngeneintl.com/2021/11/08224716/Integrityand-Whistle-blower-Policy.pdf25
Syngene upholds a strict policy against retaliation against whistleblowers or any employee who reports complaints in good faith. Complete confidentiality is guaranteed for both the complainant and the whistleblower. In FY23, there were nine whistleblower complaints and no individuals were denied access to the Chairman of the Audit Committee.
Whenever a concern is reported, the Company undertakes fair and unprejudiced investigations, in accordance with the policy and applicable laws and regulations.
All employees mandatorily undergo Code of Conduct certification annually, in addition to completing training modules on anti-bribery and anti-corruption; prevention of sexual harassment; and data integrity. Induction sessions are conducted for the new joiners on ethics topics and they are required to complete the training modules within 30 days of joining.26
Syngene conducted familiarization programs and awareness sessions for its Board of Directors during FY23. These sessions encompassed critical subjects such as: cybersecurity and the mitigation of ransomware threats; strategic planning; and enhancing customer engagement. Performance evaluation of the Board is done externally once every three years and internally during the intervening years. The outcome of the evaluation determines whether the appointment term of the independent directors coming up for appointment is extended.
Syngene engages with industry associations and other membership associations, and national or international advocacy organizations in which it participates in a significant role. BRSR report principle 7 in the Annual Report FY23, click here.
23 GRI 2-23, 2-24 and SV-PS-510a.1.
24 GRI 2-25
25 GRI 2-25 and 2-26
26 GRI 205-2
