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6. ROLES AND POWERS OF THE
NOMINATION AND REMUNERATION
COMMITTEE
Terms of reference of the Committee, inter alia, include:
1. Identifying persons who are qualified to become directors
and who may be appointed in senior management in
accordance with the criteria laid down, recommend to the
Board their appointment and removal and shall carry out
evaluation of every director’s performance.
2. Formulating the criteria for determining qualifications,
positive attributes and independence of a director
and recommend to the Board a policy, relating to the
remuneration for the directors, key managerial personnel
and other employees.
3. Formulating the Criteria for evaluation of Independent
Directors and the Board.
4. Ensuring that:
(a) The level and composition of remuneration is reasonable
and sufficient to attract, retain and motivate directors of
the quality required to run the Company successfully;
(b) Relationship of remuneration to performance is clear
and meets appropriate performance benchmarks;
(c) Remuneration to directors, key managerial personnel
and senior management (one level below the functional
heads) involves a balance between fixed and incentive
pay reflecting short and long-term performance
objectives appropriate to the working of the Company
and its goals.
5. Devising a policy on Board Diversity
6. Formulating the detailed terms and conditions of the ESOP
schemes which shall include the provisions as specified by
Board in this regard.
7. Framing suitable policies and procedures of ESOP to ensure
that there is no violation of securities laws, as amended
from time to time, including Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015
and Securities and Exchange Board of India (Prohibition
of Fraudulent and Unfair Trade Practices Relating to the
Securities Market) Regulations, 2003 by the Company and
its employees, as applicable
8. To approve the list of employees to whom the scheme is to
be granted.
9. To determine the procedure for winding up of the scheme
7. POLICY FOR APPOINTMENT AND
REMOVAL OF DIRECTOR, KMP AND
SENIOR MANAGEMENT
Appointment criteria and qualifications:
1. The Committee shall identify and ascertain the integrity,
qualification, expertise and experience of the person for
appointment as Director, KMP or at Senior Management
level and recommend to the Board his / her appointment. The
Committee has discretion to decide whether qualification,
expertise and experience possessed by a person is sufficient
/ satisfactory for the concerned position.
2. The Company shall not appoint or continue the employment
of any person as Managing Director / Wholetime Director
who has attained the age of seventy years provided that the
term of the person holding this position may be extended
beyond the age of 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 seventy years.
Term / Tenure:
1. Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its
Executive Chairman, Managing Director, Joint Managing
Director or Executive Director for a term not exceeding five
years at a time. No re-appointment shall be made earlier
than one year before the expiry of term.
2. Independent Director:
i) An Independent Director shall hold office for a term up
to 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.
ii) 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.
iii) At the time of appointment of Independent Director it
should be ensured that number of Boards on which such
Independent Director serves is restricted to seven listed
companies as an Independent Director and three listed
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