BIOCON LIMITED

Board Diversity Policy

Version. No : 1.0
Rev. Due on : Need basis
Prepared by/Date : Company Secretary 01.03.2015

BOARD DIVERSITY POLICY
1. INTRODUCTION
The Board of Directors (“Board”) of Biocon Limited (“Company”) has decided to consider andformulate a policy on diversity of the composition of the Board by the name of Board
Diversity Policy (“Policy”). The Policy sets out the approach to have a diversity on the Boardof the Company in terms of thought, experience, knowledge, perspective and gender in theBoard, based on the applicable laws, rules and regulations applicable to the Company.
2. PURPOSE
This policy is largely framed to address the importance of a diverse Board in harnessing theunique and individual skills and experiences of the members in a way that collectively benefits
the organization and business as a whole. The basic essence of the Policy is to provide aframework for leveraging on the differences within the expertise of the Board, offering abroad range of perspectives that are directly relevant to the business.
3. POLICY AND PURPOSEThe Company believes that a diverse Board will amongst others –a. Enhance the quality of decisions making and ensure better business performance.
b. Encourage diversity of perspectives thereby fuel creativity and innovation.
c. Complement and expand the skills, knowledge and experience of the Board as awhole.
d. Provide better Corporate Governance.
A diverse Board will include and make good use of the differences in the skills, knowledge,industry experience, background, race, gender and other qualities of the individual members
as a whole. All Board appointments will be done on merit, in the context of skills as required
for the areas of our business operations, management and also expertise in the fields ofregulatory, legal, research / clinical development, human capital management, strategicplanning, marketing and general administration.

1Company Confidential

BIOCON LIMITED

Board Diversity Policy

Version. No : 1.0
Rev. Due on : Need basis
Prepared by/Date : Company Secretary 01.03.2015

4. NOMINATION AND APPOINTMENT
The Nomination and Remuneration Committee (‘Committee’) of the Board shall be
responsible for:a. Reviewing and assessing the composition and performance of the Board.
b. Identify appropriate qualified personnel to occupy Board position.
c. Suggest appropriate expertise and diversity required based on future projected
activities of the Company.
d. Managing the process of recruiting new member to the Board, defining requisite
skills and expertise and make recommendations to the Board.
e. Ensuring that selection process is formal and thorough and non-discriminatory.
f. Review and report any changes in relation to the diversity of the Board.
The Committee shall also review the Board composition in terms of the size of the Board, thecomposition of executive and non-executive directors and the composition of independentdirectors, each of which shall be in accordance with the requirements of the Articles ofAssociation of the Company, the Companies Act, 2013, the Listing Agreements and otherstatutory / regulatory requirements.
5. MONITORING, TRACKING AND REPORTING
The Committee shall support laying down a succession plan and drive the understanding oftalent across the organization and support development programme for the Board. As partof the exercise, it will also review and suggest training for directors. Amongst the key
requirements is to also plan for the evolution of non-executive directors over the medium
term to maintain appropriate mix of skills, age and gender diversity on the Board.
The Committee will conduct and annual review of the policy (including a review of theeffectiveness of the Policy), discuss any changes with the Board and ensure that the revisions
to the Policy are approved by the Board.
The Company shall provide sufficient information about this policy to its shareholders, andprovide information regarding the composition of the Board, the areas of expertise of eachdirector and their qualification / characteristics etc. The necessary disclosures about thepolicy and other details should be made as per the requirements of the Listing Agreement
and Companies Act, 2013. The policy shall be made available in the website of the Company.

2Company Confidential

BIOCON LIMITED

Board Diversity Policy

Version. No : 1.0
Rev. Due on : Need basis
Prepared by/Date : Company Secretary 01.03.2015

6. AMENDMENTS AND UPDATIONSThe Committee shall review this Policy on a periodic basis and recommend revisions to theBoard for consideration and approval.

7. INTERPRETATION
Any words used in this policy but not defined herein shall have the same meaning ascribedto it in the Articles of Association of the Company and /or the Companies Act, 2013 or Rules
made thereunder.
In case of any dispute or difference upon the meaning/interpretation of any word or provisionin this Policy, the same shall be referred to the Committee and the decision of the Committee
in such a case shall be final.

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