PREAMBLE
Section 178 of the Companies Act, 2013 read with applicable rules made there under requires the Nomination & Remuneration Committee to formulate a Policy relating to appointment, remuneration, retirement and removal of Directors and Senior Management Personnel. This Policy has been formulated in Compliance with the above regulations.
DEFINITIONS
ACT means the Companies Act, 2013 and Rules framed there under, as amended from time to time.
BOARD means Board of Directors of the Company.
DIRECTORS mean Directors of the Company.
SENIOR MANAGEMENT means personnel of the Company excluding the Board of Directors up to the level of functional Heads.
POLICY ON BOARD DIVERSITY
The Board of Directors shall have the optimum combination of Directors from different areas/fields like Production, Management, Quality Assurance, Finance, Sales & Marketing, Supply Chain, Research & Development, Human Resources, etc… or as may be considered appropriate.
POLICY FOR APPOINTMENT, REMUNERATION, RETIREMENT AND REMOVAL OF DIRECTORS
Appointment Criteria and Qualifications
The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director and recommend to the Board his / her appointment.
Term / Tenure
Managing Director/Whole-time Director:
- The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director
and recommend to the Board his / her appointment. - A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment.
The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are
sufficient / satisfactory for the concerned position. - The Company shall not appoint or continue the employment of any person as Managing / Whole time Director who has attained the
age of 70 (seventy) years. Provided that the term of the person holding this position may be extended beyond the age of 70 (seventy) years
with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such
motion indicating the justification for extension of appointment beyond 70 (seventy) years.
Independent Director:
An Independent Director shall hold office for a term up to 5 (five) consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report. The performance evaluation of independent directors shall be done by the entire Board of Directors (excluding the director being evaluated). On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent director.
No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.
At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director Serves is restricted such other number as may be prescribed under the Act.
Removal
The Committee may recommend to the Board, with reasons recorded in writing, removal of a Director subject to the provisions and compliance of the Act.
Remuneration
The Committee will recommend the remuneration to be paid to the Managing Director, Whole-time Director to the Board for their approval as per the provisions of the Act/Policy of the Company. The level and composition of remuneration so determined by the Committee shall be reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration should also involve a balance between fixed and variable pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
POLICY FOR APPOINTMENT, REMUNERATION, RETIREMENT AND REMOVAL OF SENIOR MANAGEMENT PERSONNEL
Appointment criteria and qualifications
a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment at Senior Management level and recommend to the Board his / her appointment.
b) A person should possess adequate qualification, functional expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.
Retirement & Removal
The Senior Management Personnel shall retire as per the prevailing policy of the Company. The Committee will have the discretion to retain the Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company based on the recommendation of Managing Director. The Senior Management Personnel shall be removed after taking appropriate disciplinary action due to any breach of code of conduct / ethics and/or any misconduct during the service.
Remuneration
The remuneration to be paid to the Senior Management Personnel will be determined according to the prevailing Policy of the Company / on discretion of the Management. The level and composition of remuneration so determined shall be reasonable and sufficient to attract, retain and motivate Senior Management of the quality required to run the Company successfully. The same should be reviewed periodically to make any adjustment based on the market. The remuneration of such persons shall be in accordance with performance criteria defined for the role through performance management system to achieve the Company’s goal. The remuneration should be a balance of fixed and incentive pay which will be determined by fixed pay components and Executive Incentives Scheme applicable to their level.
Approval
NRC Policy has been framed by the NRC Committee of the Board of Directors of the Company and duly approved by the Board.