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NOMINATIONANDREMUNERATIONPOLICY
1. PREAMBLE
As per Section 178 of the Companies Act, 2013 and Rules
made thereunder and SEBI (LODR) Regulations 2015, the
Nomination and Remuneration Policy of Kajaria Ceramics Ltd.
(the “Company”) is designed to attract, motivate, improve
productivity and retain manpower, by creating a congenial work
environment, encouraging initiatives, personal growth and team
work, and inculcating a sense of belonging and involvement,
besides offering appropriate remuneration packages and
superannuation benefits. The policy reflects the Company’s
objectives for good corporate governance as well as sustained
long term value creation for shareholders.
This policy applies to directors, senior management including its
Key Managerial Personnel (KMP) and other senior management
personnel of the Company.
2. OBJECTIVES
i) To lay down criteria and terms and conditions with regard
to identifying persons who are qualified to become Directors
and persons who may be appointed in Senior Management
and Key Managerial positions.
ii) To determine remuneration based on the Company’s
size and financial position, cost of living, and trends and
practices on remuneration prevailing in peer companies, in
the tile industry.
iii) To carry out evaluation of the performance of Directors, as
well as Key Managerial Personnel and Senior Management
Personnel.
iv) To retain, motivate and promote talent and to ensure long
term sustainability of talented managerial persons and
create competitive advantage.
3. DEFINITIONS
The definitions of some key terms used in this policy are as
under:
i. Act means the Companies Act 2013 and Rules framed there
under, as amended from time to time.
ii. Board or Board of Directors in relation to a Company means
the collective body of the directors of the Company
iii. Director means directors appointed to the Board of the
Company
iv. Independent Director means a director referred to in Section
149 (6) of the Companies Act, 2013 and SEBI (LODR)
Regulations 2015
iii. Key Managerial Personnel in relation to a Company means
a. The Managing Director and Joint Managing Director
b. Wholetime Director
c. Chief Financial Officer
d. Company Secretary
e. Such other officer as may be prescribed
v. Nomination and Remuneration Committee or Committee
shall mean a Committee of Board of Directors of the
Company, constituted in accordance with the provisions of
Section 178 of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015
vi. Senior Management means personnel of the Company who
are members of its core management team excluding the
Board of Directors including Functional Heads.
4. APPLICABILITY
The Policy is applicable to
• Directors (includes Independent directors)
• Key Managerial Personnel (KMP)
• Senior Management Personnel
5. CONSTITUTIONOF COMMITTEE
Members of the Nomination & Remuneration Committee shall
be appointed by the Board and shall comprise of three or more
Non-Executive Directors out of which not less than one-half shall
be independent directors. Chairman of the Committee shall be
an Independent Director. Chairman of the Nomination and
Remuneration Committee shall be present at the Annual General
Meeting or may nominate some other member to answer the
shareholders’ queries. The Chairman of the Company may be
appointed as member of the Committee.
The Board shall reconstitute the Committee as and when
required to comply with the provisions of the Companies Act,
2013, SEBI (LODR) Regulations 2015 and other applicable
statutory requirements.
045
ANNUAL
REPORT
20
16-17
KAJARIA
CERAMICS
CORPORATE
OVERVIEW
MANAGEMENT
REPORTS
FINANCIAL
STATEMENTS