About us

Corporate Compliance

Code of Conduct


This code of conduct (hereafter referred to as ‘the Code’) governs activity related to the selling and the marketing of the DU Laboratories Limited products. The Code is designed to ensure that all individuals to which such selling or marketing is directed receive protection over and above that provided by the law, and to reinforce best practice and responsible selling by our representatives. The Code provides a clear framework to which all Sky Talk sales agents must adhere. Sky Talk Sales agents are referred to throughout the Code as ‘Agents’.

Compliance, or non-compliance, with the Code does not affect compliance with any legal requirement or the validity of any contract between DU Laboratories Limited and its customers, unless otherwise provided by law.


Sales & Marketing Compliance (Sales, Marketing, Advertising and Promotion)


  1. At all times DU Laboratories Limited employees should act responsibly and in compliance with the Code and all other applicable laws and regulations.
  2. Prior to contacting customers, details should be checked for registration on relevant preference services, including the Mailing Preference Service, the Telephone Preference Service, the Fax Preference Service and the E Mail Preference Service.
  3. All DU Laboratories Limited advertising and promotion should comply with the Industry standard Codes of Advertising and Sales Promotion. In particular it should be clear, unambiguous, accurate, fair, containing no false or misleading information about price, value or service and should not denigrate other telephony providers.

Recruitment and Sales Training


  1. Agents involved in direct contact with customers for the purposes of selling or marketing the product will be recruited and trained in accordance with pharmaceutical guidelines and current employment legislation.

  2. Recruitment:

    In recruiting sales staff we have regard to:

    • behaviour and appearance;
    • security; and
    • evidence of mis-selling or lack of integrity in any previous selling employment.

    In addition we require:

    • Agents to provide proof of their electoral number, proof of address and two references;
    • A retention of a copy of the Agents sales records for a minimum of 6 months after they have left the company and the return of any identification badges.

    Training:

    Once Agents are recruited we endeavour to ensure that every such Agent is trained so as to have sufficient understanding that any relevant advice given by such Agent is not misleading.

    Topics covered in training include:

    • how competition in pharmaceutical industry works in the India and the world;
    • what services DU Laboratories Limited provides and how these differ from other competitive products;
    • the process of ordering the DU Laboratories Limited products;
    • the relevant principles of consumer protection law;
    • DU Laboratories Limited prices and other terms and conditions of service and, in particular, methods of payment, duration of contract and any termination fees;
    • the nature, and cost, of any additional services on offer;
    • the process for cancelling the contract both during the cooling-off period and at any time following commencement of the service; and
    • the procedure for handling customer complaints.

  3. The remuneration system for Agents is such as not to encourage misleading or exploitative sales practices. Further DU Laboratories Limited requires that agencies it employs for sales and marketing inform it of any incentive schemes they may from time to time introduce.

  4. Responsibility for all DU Laboratories Limited representatives complying with the Code lies with Sky Talk. Our designated person responsible for ensuring we and our Agents observe the Code is: Ms. Mukherjee Operational Compliance Manager DU Laboratories Limited office address Email: info@dulaboratories.com

Customer Contact


  1. No employee should contact any customer outside the hours of 08:00 to 21:00, unless specifically asked to do so by the customer.
  2. At the outset of a sales call, employee should state their name, the fact they are calling on behalf of Sky Talk, the purpose of the call, and the approximate likely duration.
  3. When engaging with the customer, all Agents should be courteous, use appropriate language and offer clear and straightforward explanations and convey information accurately. Agents should ensure that customers entering into contracts understand, and intend them.
  4. Agents should end contact with any person who indicates that the contact is inconvenient, unwelcome, inappropriate or too long.
  5. During telephony contact, or on any other occasion where there is no face to face contact, Agents should not progress a sale where they believe that the particular customer was not capable, at the time of the contact, of making an informed decision as to whether or not to enter into the sale.
  6. No sales activity should be undertaken to those who are under the legal age for entering into contracts.
  7. Sales and marketing campaign records should be retained for six months to assist in dealing with any related complaint or query.

Consumer Protection and Other Legal Requirements


  1. All DU Laboratories Limited sales and marketing procedures should comply with all applicable legislation.

Audit


  1. DU Laboratories Limited will endeavour to carry out regular audits of systems, procedures and documentation to ensure compliance with all aspects of the Code.

Awareness of the Code


  1. This Code is available free to customers upon request by post.
  2. This Code is also available at the head office of the DU Laboratories Limited address.

Corporate Governance

DU Laboratories Limited has following four responsibilities that are fundamental to our company operating successfully today.


  • Achieving a business purpose.
  • Behaving in a socially acceptable way.
  • Meeting legal and regulatory requirements.
  • Stating how responsibilities are met.

Business purpose defines DU Laboratories Limited’s identity and provides the basis for discharging the three other fundamental responsibilities. DU Laboratories Limited by Understanding its responsibilities has developed a sustainable business model.

Overarching principles of corporate governance has helped our board to determine how to run a company to achieve its purpose of serving the population. These principles are both aspirational and credible, and guide us for the development of our company.



Overarching principles


Leadership

We have an effective leadership board that heads our company with members having a wide variety of key competencies. Our Board is committed to steer the company to meet its business purpose in both the short and long term.



Capability

Our Board members have an appropriate mix of skills, experience and independence which enable us to discharge duties and responsibilities effectively.



Accountability

Our Board is responsible to communicate to the company’s shareholders and other stakeholders, at regular intervals, a fair, balanced and understandable assessment of how the company is achieving its business purpose and meeting its other responsibilities.



Sustainability

Our board is committed to guide the business to create value and allocate it fairly and sustainably to reinvestment and distributions to stakeholders, including shareholders, directors, employees and customers.



Integrity

Our Board believes in leading the company to conduct its business in a fair and transparent manner that can withstand scrutiny by stakeholders.


FAQs

Corporate Governance FAQs

How do I contact members of the DU Laboratories Limited Board of Directors?

You may communicate with any of our directors, by writing to, Lead Independent Director D. Mukherjee, Chief Governance Counsel at DU Laboratories Limited, -corporate address.
Alternatively, you may communicate via e-mail with any of our directors through our email ID: info@dulaboratories.com


What does the Corporate Governance Committee look for when reviewing candidates recommended by shareholders?

The Corporate Governance committee looks at the level of qualifications and expertise in various disciplines represented by the current board to determine if there is a need to further enhance the composition of the board to fulfil a specific need. In reviewing candidates recommended by shareholders, the board has established guidelines in the Criteria for Board Membership.

How do I nominate someone for the DU Laboratories Limited Board or submit a shareholder proposal?

Under our By-laws, a shareholder must follow certain procedures to nominate a person for election as a Director or to introduce an item of business at an Annual Meeting of Shareholders (other than a shareholder proposal submitted under SEC rules). These procedures provide that a nomination or the introduction of an item of business at an Annual Meeting of Shareholders must be submitted in writing to the Corporate Secretary of the Company at our principal executive offices. We must receive written notice of your intention to nominate a Director or to propose an item of business before our annual meeting.

The nomination must contain the following information about the nominee (among other information, as specified in the By-laws):

  • name;
  • age;
  • business and residence addresses;
  • principal occupation or employment;
  • the class and number of shares of DU Laboratories Limited stock owned (beneficially and of record) by the nominee
  • the information that would be required under SEC rules in a proxy statement or other filing required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder; and
  • a signed consent of the nominee to serve as a Director of the Company, if elected.

Notice of a proposed item of business must include (among other information, as specified in the By-laws):

  • a brief description of the substance of (including the text of any resolutions proposed and, if such business includes a proposal to amend the By-laws, the text of the proposed amendment), and the reasons for conducting, such business at such Meeting; and
  • as to the shareholder proponent and the beneficial owner, if any, on whose behalf the proposal is being made:
    • o the name and address of each such person and of any holder of record of the shareholder proponent’s shares as they appear on our records;
    • o the class and number of all shares of DU Laboratories Limited stock owned by each such person (beneficially and of record) with supporting documentation where appropriate;
    • o any material interest of each such person, or any affiliates or associates of each such person, in such business; and
    • o any other information relating to each such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by each such person with respect to the proposed business to be brought by each such person before the annual meeting pursuant to Section 14 of the Securities Exchange Act of 1934, and the rules and regulations promulgated there under.

Any person considering introducing a nomination or other item of business should carefully review our By-laws.


Corporate Compliance FAQs


Does DU Laboratories Limited have a compliance and ethics program?

Yes, absolutely DU Laboratories Limited maintains a comprehensive compliance program that is designed to detect and respond to policy violations and support legal and ethical conduct throughout the Company.

  • Written Policies and Procedures;
  • Compliance Officer and Compliance Committees;
  • Effective Training and Education;
  • Effective Lines of Communication;
  • Internal Monitoring and Auditing;
  • Enforcement Through Discipline Pursuant to Published Guidelines; and
  • Prompt Response and Corrective Action for Detected Problems.

Who oversees DU Laboratories Limited’s compliance program?

The compliance program is overseen and managed by the Compliance Division, which is responsible for helping to develop and implement policies, procedures, and practices to ensure compliance with laws, regulations, and government agreements, as well as investigating violations of law or DU Laboratories Limited policy. The Compliance Division is led by the Chief Compliance and Risk Officer who reports directly to DU Laboratories Limited’s Chief Executive Officer.

Additional compliance support is provided by groups and individuals throughout the Company in areas such as legal, safety and monitoring, corporate audit, Human Resources, finance, corporate governance, policy and other functions.


What are the elements of short-term and long-term compensation?

ELEMENT

TYPE

TERMS

Annual Long-term Incentive Compensation (100% Equity)

Restricted Stock Units (RSUs)

(representing 25% of total annual grant value)

  • RSUs generally vest three years from the grant date

  • Dividend equivalent units (DEUs) are accumulated on rsus during the vesting period

  • Both RSUs and DEUs are paid in shares of DU Laboratories Limited common stock and only on vesting*

5- and 7-Year Total Shareholder Return Units (5-Year and 7-Year TSRUs)

(each representing 25% of total annual grant value)

  • 5- and 7-Year TSRUs generally vest three years from the grant date and are settled five or seven years from the grant date, respectively

  • Dividend equivalents are accumulated on TSRUs during the five- or seven-year term

  • The number of shares that may be earned for each TSRU is equal to the difference between the settlement price (the 20-day average of the closing prices of DU Laboratories Limited common stock prior to settlement) and the grant price (the closing price of DU Laboratories Limited common stock on the date of grant) plus the value of dividend equivalents accumulated over the term, subject to the results being positive

  • Both 5- and 7-Year TSRUs are paid in shares of DU Laboratories Limited common stock on settlement

Performance Share Awards (PSAs)

(representing 25% of total annual grant value)

  • PSAs generally vest three years from the grant date

  • The performance period for PSAs is three years

  • The number of shares that may be earned over the performance period is based on DU Laboratories Limited's Total Shareholder Return (TSR, defined as change in stock price plus dividends) relative to the TSR of our pharmaceutical peer group (see "Performance Share Awards") and ranges from 0% to 200% of the initial award

  • Dividend equivalents are applied to the number of shares actually earned under the award

  • PSAs are paid in shares of DU Laboratories Limited common stock

Cash

Salary

  • The fixed amount of compensation for performing day-to-day responsibilities. generally eligible for increase annually, depending on market movement, performance and internal equity

Annual Short-term Incentive/GPP

  • Provides the opportunity for competitively-based annual incentive awards for achieving DU Laboratories Limited's short-term financial goals and other strategic objectives measured over the current year

Retirement

Pension

  • Provides retirement income for eligible participants based on years of service and highest average earnings up to tax code limitations

Supplemental Pension

  • Provides retirement income, on a non-qualified basis, relating to compensation in excess of tax code limitations under the same formula as the qualified pension noted above

Savings Plan

  • A qualified 401(k) plan that provides participants with the opportunity to defer a portion of their compensation, up to tax code limitations, and receive a company matching contribution

Supplemental Savings Plan

  • Extends the Savings Plan, on a non-qualified basis, for compensation in excess of the tax code limitations under the same terms

Other

Perquisites

  • Certain other benefits provided to executives by the Company

* Unless automatically deferred due to Section 162(m) of the Internal Revenue Code (the "IRC").


Lobbying and Political Contributions


What is DU Laboratories Limited's policy on corporate political contributions?

DU Laboratories Limited's corporate policy prohibits Colleagues from using any corporate resources, including DU Laboratories Limited corporate funds, to support or oppose a candidate seeking centralgovernment office.

DU Laboratories Limited's policy allows for the use of corporate funds in state and local jurisdictions that permit corporate contributions directly to candidates.


Where can I find more information on DU Laboratories Limited’s public policy engagement?

Effective policies help create an environment in which innovation is encouraged, engaging in public policy debates is part of our responsibility. You can contact us at info@dulaboratories.com


Investor Engagement


What is DU Laboratories Limited's approach to investor engagement?

The Company's relationships with its shareholders and other stakeholders are a critical part of our corporate governance profile, and we recognize the value of taking our investor's views into account. Among other things, engagement helps us to understand the larger context and impact of our operations, and learn about expectations for our performance, assess emerging issues that may affect our business or other aspects of our operations, and shape corporate and governance policies. Over the years, this collaborative approach has helped us to identify mutual perspectives and goals, and has resulted in, amongst other things, strengthening our executive compensation program and disclosures.


Corporate Social Responsibility


What is DU Laboratories Limited's corporate responsibility approach?

DU Laboratories Limited is striving to adapt to the evolving needs of global communities, and to use our business scope and scale to improve global health. To ensure our success, we are building partnerships in communities worldwide to strengthen health systems, increase access to our medicines, and find sustainable solutions to health challenges. In addition, we remain focused on conducting our business responsibly, by upholding the highest ethical standards in all our activities, from research and development to sales and marketing, and reducing our impact on the environment.


How does DU Laboratories Limited price medicines?

When setting the price of a new medicine we consider the following:
These include:

  • Its impact on patients and disease,
  • Other available treatments,
  • Its potential to reduce other health care costs, and
  • Affordability.

We consult with physicians, insurers and patient groups, and get their feedback.
For example, when setting the price of a new cancer medicine in 2015, we consulted with 80 payers and 120 oncologists and cancer specialists.


How does DU Laboratories Limited decide to change the price of medicines?

Medicines are often initially approved for use in a specific population. Once a medicine is approved, we continue studying it to see if other patients can benefit, or to find ways to improve it.
In addition, external factors in the marketplace, such as availability of new medicines or generic options, can impact price.



Value of Medicines

DU Laboratories Limited believes in these core principles and wants to promote the value of medicines and also affordable patient care for the population.


Saving & Improving Lives

New medicines are enabling more people than ever before to live longer, healthier lives. In recent years, prescription medicines have played a key role in achieving dramatic declines in death rates from diseases such as cancer heart disease and HIV/AIDS. When used appropriately, medicines can halt or slow disease progression, minimize complications, improve quality of life, prevent hospitalizations and surgeries, and avert debilitating diseases. PhRMA member companies’ commitment to innovation is a driving force behind such medical progress and new drug discovery.


Improving Value of Health Care

Would you invest Rs1 to save Rs2? How about a savings of Rs4 to-Rs7 for every Rs1 spent on medication for patients who have diabetes, high cholesterol or high blood pressure? That is precisely what many medicines are doing for our health care system. Innovative medicines are preventing costly complications of chronic diseases, reducing the number of visits to the emergency room, length of hospital stays, and helping patients avoid major surgeries. For example, University of Chicago economists found that reducing cancer death rates by 10 percent would be worth roughly $4.4 trillion in economic value to current and future generations.


Strengthening the Economy

The pharmaceutical sector directly supports 1,000’s of jobs nationwide, and each of those jobs translates into additional spending on construction, childcare, retail. In addition, new and better medicines are getting people back to work, reducing unemployment and disability, and helping to increase productivity.