Investor Presentaiton
5.
senior management positions in accordance with the criteria
laid down and recommend to the Board their appointment
and removal and also recommend to the Board remuneration
payable to Senior Management.
(ii) Composition
The Committee comprises of 3 Non-Executive Independent
Directors and an Executive Director. The Chairman is a Non-
Executive Independent Director. The Committee comprises of:
Mr. Ranjit I Jesudasen
Mr. V Sridhar
Mr. Jacob Kurian
Mr. K M Mammen
Chairman
Member
Member
Member
Mr. S Dhanvanth Kumar, Company Secretary, is the Secretary
of the Committee.
(iii) Meetings and Attendance
During the financial year ended 31st March, 2023, the
Committee met on the following dates: 10.05.2022,
09.08.2022, 08.11.2022 and 09.02.2023. All the members of
the Committee were present for all the meetings.
Criteria for determining the qualifications, positive attributes and
Independence of a Director
Candidates for the position of a Director shall be a person of
integrity and possess requisite education, experience and capability
to make a significant contribution to the deliberations of the Board
of Directors. Apart from the above, the Board candidate should
be of the highest moral and ethical character. The candidate must
exhibit independence, objectivity and be capable of serving as a
representative of the stakeholder. The candidate should have the
personal qualities to be able to make an active contribution to Board
deliberations. These qualities include intelligence, inter-personal
skills, independence, communication skills and commitment. The
Board candidate should not have any subsisting relationships with
any organization which is a competitor to the Company. The Board
candidate should be able to develop a good working relationship
with other Board members. This apart, the Directors must satisfy
the qualification requirements laid down under the Companies Act,
6.
7.
2013, the Listing Regulations and any other applicable law and in
case of Independent Directors, the criteria of independence as laid
down in those laws.
Performance evaluation of Independent Directors
The criteria for evaluation of the Independent Directors is
attendance, participation in deliberations, understanding the
Company's business and that of the industry and guiding the
Company in decisions affecting the business and additionally based
on the roles and responsibilities as specified in Schedule IV of the
Companies Act, 2013 and fulfilment of independence criteria and
independence from management.
The Board carried out evaluation of the performance of the
Independent Directors on the basis of the criteria laid down. The
evaluation was done by the Board of Directors except the Director
who was evaluated.
Remuneration of Directors
a.
Remuneration Policy:
A policy on remuneration of Directors, Key Managerial
Personnel ("KMP") and Senior Management and other staff
was put in place by Nomination and Remuneration Committee
on 23.07.2014 and approved by the Board of Directors at its
meeting held on 30.10.2014.
The Policy provides as follows:
(i)
Non-Executive Directors:
The Non-Executive Directors (including Independent
Directors) may be paid remuneration by way of sitting
fees for attending meetings of Board or Committee
thereof.
The Directors may also be reimbursed any expenses in
connection with attending the meetings of the Board or
Committee or in connection with the business of the
Company.
The quantum of fees shall be determined, from time
to time, by the Board subject to ceiling / limits as
provided under Companies Act, 2013 and rules made
thereunder.
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