73 / 236
and Regulation 19 of the Listing Regulations.
The Chairman of the Nomination and Remuneration Committee
was present in the last Annual General Meeting of the Company
held on 24th August 2016.
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.
Risk Management Committee
During the year 2016-17, one (1) meeting of the Risk
Management Committee was held on 24th January, 2017. The
composition of the Committee and details of meetings attended
by the directors are as follows:
Name of the
Committee
Member
Category Designation
No. of
Meetings
Attended
Mr. Ashok Kajaria Executive Chairman
1
Mr. Chetan Kajaria Executive Member
1
Mr. Dev Datt Rishi
Executive Member
1
Mr. H. Rathnakar
Hegde
Independent Member
1
Mr. R. C. Rawat
COO (A&T)
& Company
Secretary
Member
1
Mr. Sanjeev
Agarwal
CFO
Member
1
The composition of the Risk Management Committee is as per
Regulation 21 of the Listing Regulations.
Terms of reference of the Committee, inter-alia, include:
1. Identifying, assessing and mitigating the existing as well as
potential risk (including strategic, financial, operational and
compliance risks) to the Company and to recommend the
strategy to the Board to overcome them.
2. Assisting the Board in framing, implementing and
monitoring the risk management plan for the Company and
reviewing and guiding the risk policy.
3. Developing risk management policy, system and framework
for the Company.
4. Perform such activities related to this policy as requested by
the Board of Directors or to address issues relating to any
significant subject within its terms of reference.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and
the Listing Regulations, the Board has carried out the annual
performance evaluation of its own performance, its committees
and individual directors including Chairman of the Board. The
exercise was carried through a structured evaluation process
covering various aspects of the Board including committees
and every Directors functioning such as composition of Board
and committees, experience and competencies, performance of
specific duties and obligations, governance issues, etc.
The Directors express their satisfaction with the evaluation
process.
071
ANNUAL
REPORT
20
16-17
KAJARIA
CERAMICS
CORPORATE
OVERVIEW
MANAGEMENT
REPORTS
FINANCIAL
STATEMENTS