In terms of the provisions of Section 178 of the Companies Act, 2013, this policy on Nomination and Remuneration of Directors and Senior Management has been formulated by the Committee and approved by the Board of Directors in their Meeting held on 01/04/2015.
The policy is as under:-
2. ROLE OF THE COMMITTEE:
a) To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down and recommend to Board their appointment and removal.
b) To formulate criteria for determining qualifications, positive attributes and independence of a Director.
c) To recommend to the Board remuneration policy related to remuneration of Directors(Whole Time Directors, Executive Directors etc), Key Managerial Personnel and other employees while ensuring the following:-
a) That 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) That relationship of remuneration to performance is clear and meets performance benchmarks.
c) That remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate of the working of the Company and its goals.
d) To formulate criteria for evaluation of Directors and the Board.
e) To devise a policy on Board diversity.
a) The Committee shall consist of a minimum 3 Non-Executive Directors, majority of them being independent.
b) Minimum two (2) members shall constitute a quorum for the Committee meeting.
c) Membership of the Committee shall be disclosed in the Annual Report.
d) Term of the Committee shall be continued unless terminated by the Board of Directors.
a) Chairman of the Committee shall be an independent Director.
b) Chairman of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee.
c) In the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman.
d) Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual General Meeting or may nominate some other member to answer the shareholder queries.
5. FREQUENCY OF MEETINGS:
The meeting of the Committee shall be held at such regular intervals as may be required.
6. COMMITTEE MEMBERS INTEREST:
a) A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.
b) The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.
The Company Secretary of the Company shall act as Secretary of the Committee.
a) Decisions of the Committee shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.
b) In the case of equality of votes, the Chairman of the meeting will have a casting vote.
9. MINUTES OF COMMITTEE MEETING:
The minutes of all the proceedings of all meetings must be signed by the Chairman of the Committee at the subsequent meeting. Minutes of the Committee meetings will be tabled at the subsequent Board meetings.
10. EFFECTIVE DATE & AMENDMENTS:
The policy will be effective from 01/04/2015 and may be amended subject to the approval of Board of Directors.
By Order of the Board
For Aarti International Limited
(Shiv Parshad Mittal) Managing Director
(Ankit Kumar) Company Secretary