Constitution of
Nomination & Remuneration Committee.
Nomination & Remuneration Committee.
(adsbygoogle = window.adsbygoogle || []).push({});
As per the provisions
of section 178 of Companies Act, 2013 the Board of Directors of every listed
company and such other class or classes of companies, as may be prescribed
shall constitute the Nomination and Remuneration Committee consisting of three
or more non-executive directors out of which not less than one-half shall be Independent Directors, Provided that the chairperson of the company (whether
executive or non-executive) may be appointed as a member of the Nomination and
Remuneration Committee but shall not chair such Committee.
of section 178 of Companies Act, 2013 the Board of Directors of every listed
company and such other class or classes of companies, as may be prescribed
shall constitute the Nomination and Remuneration Committee consisting of three
or more non-executive directors out of which not less than one-half shall be Independent Directors, Provided that the chairperson of the company (whether
executive or non-executive) may be appointed as a member of the Nomination and
Remuneration Committee but shall not chair such Committee.
Responsibilities of Nomination and
Remuneration Committee
Remuneration Committee
1. Identify persons
who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down,
who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down,
2. Recommend to the
Board their appointment and removal,
Board their appointment and removal,
3. Carry out
evaluation of every director’s performance.
evaluation of every director’s performance.
4. Formulate the
criteria for determining qualifications, positive attributes and
independence of a director and
criteria for determining qualifications, positive attributes and
independence of a director and
5. Recommend to the
Board a policy, relating to the remuneration for the directors, key managerial
personnel and other employees.
Board a policy, relating to the remuneration for the directors, key managerial
personnel and other employees.
Role of Nomination and Remuneration Committee :
The Nomination and Remuneration Committee shall ensure 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;
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; and
to performance is clear and meets appropriate performance benchmarks; and
(c)remuneration to directors,
KMPs and senior management 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:
KMPs and senior management 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:
Draft Board
resolution for Constitution of Nomination & Remuneration Committee
To Comply with the provisions of section 178 of the Companies Act, 2013 and Rule 6 of the Companies
(Meeting of board and its powers) Rules, 2014 board has accorded its consent to constitute the Nomination
and Remuneration Committee and passed the following resolutions in this regard
:
(Meeting of board and its powers) Rules, 2014 board has accorded its consent to constitute the Nomination
and Remuneration Committee and passed the following resolutions in this regard
:
RESOLVED THAT in pursuance of the
provisions of section 178 of the Companies Act, 2013 a Committee of the board
of directors be and is hereby constituted be called as “Nomination and
Remuneration Committee” with the following members:
provisions of section 178 of the Companies Act, 2013 a Committee of the board
of directors be and is hereby constituted be called as “Nomination and
Remuneration Committee” with the following members:
1.
Shri
………………..
Shri
………………..
2.
Shri ……………….
Shri ……………….
3.
Shri ……………….
Shri ……………….
FURTHER RESOLVED THAT any member
of this Committee may be removed or replaced at any time by the Board. Any
member of this committee ceasing to be a director shall also be ceased to be a
member of the Nomination and Remuneration Committee.
of this Committee may be removed or replaced at any time by the Board. Any
member of this committee ceasing to be a director shall also be ceased to be a
member of the Nomination and Remuneration Committee.
FURTHER RESOLVED THAT the
members of this committee shall elect a Chairperson amongst themselves.
members of this committee shall elect a Chairperson amongst themselves.
FURTHER RESOLVED THAT the
Committee be and is herby authorised to formulate 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, KMP and other employees.
Committee be and is herby authorised to formulate 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, KMP and other employees.
FURTHER RESOLVED THAT the
Committee be and is herby authorized to identify 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 carry out evaluation of every directors’ performance.
Committee be and is herby authorized to identify 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 carry out evaluation of every directors’ performance.
FURTHER RESOLVED THAT ………………..
be and is hereby authorised to do all such acts, deeds and things which may be
necessary for giving effect to this resolutions.
be and is hereby authorised to do all such acts, deeds and things which may be
necessary for giving effect to this resolutions.