BOARD OF DIRECTORS

A board of directors is a body of elected or appointed members who jointly oversee the activities of a company or organization. Other names include board of governors, board of managers, board of regents, board of trustees, and board of visitors. It is often simply referred to as "the board The board of directors is appointed to act on behalf of the shareholders to run the day to day affairs of the business. The board are directly accountable to the shareholders and each year the company will hold an annual general meeting (AGM) at which the directors must provide a report to shareholders on the performance of the company, what its future plans and strategies are and also submit themselves for re-election to the board. The board of directors' key purpose is to ensure the company's prosperity by collectively directing the company's affairs, meeting the appropriate interests of its shareholders and stakeholders. In addition to business and financial issues, boards of directors must deal with challenges and issues relating to corporate governance, corporate social responsibility and corporate ethics.

Roles of the board of directors

Establish vision, mission and values Determine the company's vision and mission to guide and set the pace for its current operations and future development. Determine the values to be promoted throughout the company. Determine and review company goals. Determine company policies

Set strategy and structure Review and evaluate present and future opportunities, threats and risks in the external environment and current and future strengths, weaknesses and risks relating to the company. Determine strategic options, select those to be pursued, and decide the means to implement and support them. Determine the business strategies and plans that underpin the corporate strategy.

Ensure that the company's organizational structure and capability are appropriate for implementing the chosen strategies.

Delegate to management Delegate authority to management, and monitor and evaluate the implementation of policies, strategies and business plans. Determine monitoring criteria to be used by the board. Ensure that internal controls are effective. Communicate with senior management.

Exercise accountability to shareholders and be responsible to relevant stakeholders Ensure that communications both to and from shareholders and relevant stakeholders are effective. Understand and take into account the interests of shareholders and relevant stakeholders. Monitor relations with shareholders and relevant stakeholders by gathering and evaluation of appropriate information. Promote the goodwill and support of shareholders and relevant stakeholders.

Non-Executive Director
A non-executive director or outside director is a member of the board of directors of a company who does not form part of the executive management team. They are not employees of the company or affiliated with it in any other way. Non-executive directors are sometimes considered the same as independent directors, while other sources distinguish them from independent directors saying non-executive directors are allowed to hold shares in the company while independent directors are not. Non-executive directors have responsibilities in the following areas

Strategy: Non-executive directors should constructively challenge and contribute to the development of strategy.

Performance: Non-executive directors should scrutinise the performance of management in meeting agreed goals and objectives and monitoring and where necessary removing senior management, and in succession Risk: Non-executive directors should satisfy themselves that financial information is accurate and that financial controls and systems of risk management are robust and defensible. People: Non-executive directors are responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointing and where necessary removing senior management, and in succession planning.

NEDs should also provide independent views on:

Resources Appointments Standards of conduct

Non-executive directors are the custodians of the governance process. They are not involved in the day-to-day running of business but monitor the executive activity and contribute to the development of strategy.

Executive director
Executive director is a term sometimes applied to the chief executive officer (CEO) or managing director of an organization, company, or corporation. It is widely used in North American nonprofit organizations, though in recent decades many U.S. nonprofits have adopted the title President or CEO.

Role
The role of the Executive Director is to design, develop and implement strategic plans for the organization in a cost-effective and time-efficient manner. The Executive Director is also responsible for the day-to-day operation of the organization. This includes managing committees and staff as well as developing business plans in collaboration with the board. In essence, the board grants the Executive Director the authority to run the organization. The Executive Director is accountable to the Chairman of the Board and reports to the board on a regular basis - quarterly, semiannually, or annually. The board may offer suggestions and ideas about how to improve the organization, but the Executive Director decides whether or not, and how, to implement these ideas.

Auditor
An official whose job it is to carefully check the accuracy of business records. An auditor can be either an independent auditor unaffiliated with the company being audited or a captive auditor, and some are elected public officials. The term is sometimes synonymous with "comptroller." Auditors are used to ensure that organizations are maintaining accurate and honest financial records and statements.

Cadbury Board Of Directors Chairman Managing Director Non Executive Director C Y Pal Manu Anand Radhakrishnan Menon Atul Bhatia Siddhartha Mukherjee Bijay Kamath Sunil Taldar Sree Patel Rajesh Ramanathan Frans Ryden Barkha Bordia

Executive Director

Director (Finance) Company Secretary

C Y Pal
Age Total Calculated Compensation

76

2,112,105

This person is connected to 52 board members in 4 different organizations across 4 different industries.

Mr. Chugh Yoginder Pal served as a Technical Director of Cadbury India Limited from 1977 to 1982 and served as its Managing Director from 1983 to 1994. Mr. Pal started his career at TELCO and was trained in Industrial Engg. He moved to Hindustan Lever Limited where he held various positions starting as an Industrial Engineer from 1960 to1962 and moving up quickly in the Management Hierarchy in a variety of roles and was the Head of Corporate Materials Management from 1975 to 1977. He has a great expertise and understanding of the Indian business environment. He serves as an Executive Chairman of Renfro India Pvt. Ltd. He serves as the Chairman of Cadbury India Limited. He served as Chairman at Cadbury India Limited., from 1987 to 1994 and its Executive Chairman from 1994 to 1997. He serves as Vice Chairman of Aptech Ltd. and has been its Independent Non-Executive Director since January 5, 2004. He serves as a Director of Shriram Pistons And Rings Limited and Shriram Pistons & Rings Ltd. He

has been a Non-Executive Independent Director of United Breweries Ltd., since April 29, 2005. He holds a Bachelors Degree in Mechanical Engineering from Delhi University in 1958.

Manu Anand
Age Total Calculated Compensation

54

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This person is connected to 0 board members in 0 different organizations across 3 different industries.

Background*

Mr. Manu Anand served as the Chairman and Chief Executive Officer of PepsiCo India Holdings Pvt. Ltd. at Pepsico, Inc. since January 1, 2011. Mr. Anand has been with PepsiCo for 16 years. Mr. Anand served as the Chief Executive Officer of business in South East Asia at Pepsico, Inc. until January 1, 2011. He was the Chief Architect of the growth and success of PepsiCo's food business in India. He served as Chief Executive Officer for South-East Asia at PepsiCo. He served as General Manager of Southeast Asia Business Unit at Pepsi-Co International. Mr. Anand served as a Director of Serm Suk Public Company Limited from February 5, 2008 to September 2011. He has been Chartered AccountantAssociated Member of Institute of Chartered Accountants of India since 1982. Mr. Anand holds a Bachelor in Science with Honours in Physics from Delhi University.