NOMINATION AND REMUNERATION POLICY
The NRC and this policy shall be in compliance with Section 178 of the Companies Act, 2013 (“the Act”) read along with the applicable rules, each as amended and Regulation 19 read with Schedule II, Part D (A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”). Key objectives of this policy are:
- To formulate the criteria for determining qualifications, positive attributes and independence of a director
- To formulate the criteria for evaluation of performance of independent directors and the board of directors
- To guide the board of directors (“the Board”) in relation to appointment and removal of the directors, Key Managerial Personnel and Senior Management.
- To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.
- To specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the NRC or by an independent external agency.
- To recommend to the Board on remuneration payable to the directors, Key Managerial Personnel and Senior Management.
- To retain and promote talent to ensure long term sustainability of talented managerial persons and create competitive advantage
- To develop a succession plan for the Board.
Key Managerial Personnel shall mean:
- chief executive officer or the managing director or the manager;
- whole time director;
- chief financial officer;
- company secretary;
- such other officers as may be prescribed.
Senior Management means the members of the Company’s core management team excluding the Board and shall comprise of all the members of management one level below the chief executive officer and the managing director, and the whole-time director of the Company, including the company secretary and chief financial officer of the Company
- Role of Committee
- The NRC shall formulate criteria for determining qualifications, positive attributes and independence of a director to be recommended to the Board.
- Identify persons who are qualified to become director and persons who may be appointed in Key Managerial Personnel and Senior Management positions in accordance with the criteria laid down in this policy for recommendation to the Board.
- To formulate a criterion for evaluation of performance of independent directors and the board of directors.
- To devise a policy on diversity of board of directors.
- To consider whether to extend or continue the term of appointment of the independent director on the basis of the report of performance evaluation of independent directors.
- Recommend to the Board, appointment and removal of director, Key Managerial Personnel and Senior Management for Board’s recommendation.
- The NRC shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as director, Key Managerial Personnel or at Senior Management level and recommend to the Board his/her appointment.
- To recommend to the board, all remuneration, in whatever form, payable to Senior Management.
- The Company shall not appoint or continue the employment of any person as whole-time director who has attained the age of seventy years, provided however, 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 explanatory statement indicating the justification for extension of appointment beyond seventy years.
- The term/tenure of appointment of managing director/ whole-time director shall be subject to the provisions of the Act and rules frames thereunder including any modifications, amendments, enactments, re-enactments thereof for the time being in force.
- Appointment/ Nomination of Directors, Key Managerial Personnel & Senior Management
Appointment criteria and Qualification of Directors
The director shall possess appropriate skills, experience and knowledge in one or more fields of chemicals, corporate strategy, technology, research, marketing, risk management, corporate governance, technical operations or other disciplines related to the Company’s business. The director shall fulfil the requirements of Company’s policy on fit and proper criteria for directors and shall be appointed and hold position in accordance with the Act and articles of association of the Company.
Tenure of Independent Directors:
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 subject to the provisions of the Act and rules frames thereunder including any modifications, amendments, enactments, re-enactments thereof for the time being in force.
No independent director shall however 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 to the limits prescribed under the Act and Listing Regulations.
Independence of Directors:
The independent director shall at the first meeting of the Board in which she/he participates as a director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect her/his status as an independent director, give a declaration that he meets the criteria of independence as provided in sub-section (6) of section 149 of the Act and Regulation 25 of the Listing Regulations.
Appointment criteria and qualification of Key Managerial Personnel and persons in Senior Management
A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment, as per Company’s requirements and applicable laws.
- Appointment criteria and Qualification of Directors
The NRC shall carry out evaluation of performance of every director, Key Managerial Personnel and Senior Management at regular intervals.
The directors including independent directors shall be evaluated on the basis of the following criteria i.e. whether they
- act objectively and constructively while exercising their duties;
- exercise their responsibilities in a bona fide manner in the interest of the Company;
- devote sufficient time and attention to their professional obligations for informed and balanced decision making;
- do not abuse their position to the detriment of the Company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;
- refrain from any action that would lead to loss of his independence;
- inform the Board immediately when they lose their independence
- assist the Company in implementing the best corporate governance practices;
- strive to attend all meetings of the Board of Directors and the committees;
- participate constructively and actively in the committees of the Board in which they are members;
- strive to attend the Board, committee and general meetings of the Company;
- keep themselves well informed about the Company and the external environment in which it operates;
- do not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
- moderate and arbitrate in the interest of the Company as a whole, in situations of conflict between management and shareholder’s interest; and
- abide by Company’s memorandum and articles of association, Company’s policies and procedures including code of conduct, insider trading guidelines etc.
Due to any reasons for any disqualifications mentioned in the Act or under any other applicable laws, rules and regulations thereunder, the NRC may recommend, to the Board with reasons recorded, removal of a director, Key Managerial Personnel and Senior Management subject to the provisions and compliance of the said laws, rules and regulations.
The director, Key Managerial Personnel and Senior Management shall retire as per the applicable provisions of the Act and rules framed thereunder and the prevailing policy of the Company. The Board will have the discretion to retain the director, Key Managerial Personnel and Senior Management in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.
- Remuneration Policy
- The remuneration/compensation etc. to the whole-time director, Key Managerial Personnel and Senior Management will be determined by the NRC and recommended to the Board for approval, and the NRC shall observe the provisions of the Act regarding slabs/percentage of remuneration, prior approvals of shareholders, Central Government wherever required, and the conditions laid down in the Act
- Any increments to be recommended to the Board by the NRC for whole-time director/ managing director/ independent directors shall be in accordance with the percentage/slabs laid under the provisions of the Act and rules framed thereunder
- The NRC may further recommend any increments to the Board for Key Managerial Personnel and Senior Management.
- Where any insurance is taken by the Company on behalf of its whole-time director, chief executive officer, chief financial officer, company secretary or any other employee for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.
- If in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its whole-time director in accordance with the provisions of Schedule V of the Act and if it is not able to comply with such provisions, with the prior approval of Central Government.
- If any director draws or receives directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without prior sanction of the Central Government where required, he/she shall refund such sums to the Company and until such sum is refunded holds it in trust for the Company.
- Sitting Fee: The independent /non-executive director may receive by way of fee for attending meetings of Board or Committee thereof. Provided that the amount of such fees and such fee shall be decided as per the provisions of the Act and the Listing Regulations. The amount of sitting fees shall be such as may be recommended by the NRC and approved by the Board of Directors.
- Commission: may be paid within the limits of the Act and rules thereunder
The NRC shall be formed as per the provisions of the Act and Listing Regulations, as follows:
- (a) the committee shall comprise of atleast three directors;
- all directors of the committee shall be non-executive directors; and
- at least fifty percent of the directors shall be independent directors.
The chairperson of the NRC shall be an independent director, provided that the chairperson of the Board of Directors, whether executive or non-executive, may be appointed as a member of the NRC and shall not chair such Committee.
Membership of the NRC shall be disclosed in the annual report of the Company.
Term of the NRC shall be continued unless terminated by the Board of Directors.
- Frequency of the Meetings and Quorum:
The NRC shall meet at least once in a year. The quorum for a meeting of the NMR Committee shall be either two members. Further, the chairperson of the NRC may be present at the annual general meeting, to answer the shareholders’ queries; however, it shall be up to the chairperson to decide who shall answer the queries.
The NRC may invite such executives as it considers appropriate, to be present at the meetings of the NRC.
Matters arising for determination of the NRC meetings shall be decided by simple majority of votes of members present and voting and any such decision shall for all purposes deemed a decision of the NRC. In case of equality of the votes, the chairman of the meeting will have the casting vote.
Minutes of all meetings must be signed by the chairman of the NRC at subsequent meeting.
- Amendments to the Policy
The NRC is entitled to amend this policy including amendment or discontinuation of one or more incentive programmes introduced in accordance with this policy; and any amendment by the NRC shall be recommended to the Board of Directors for its approval.
This policy shall be uploaded on the website of the Company and the details of this policy, including the evaluation criteria, shall be mentioned in the annual report of the Company