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Nomination Renumeration Committee

COMPOSITION
Shri Chhotu Ram Sharma Chairman
Dr. Triloki Nath Kapoor Member
Ms. Malini Sud Member
Shri Manohar Lal Aggarwal Member
Terms of reference
Authority
  • The Committee is authorised by the Board to:
    • Investigate and undertake any activity within its terms of reference; and
    • seek any information it properly requires from any employee of the Company in order to perform its duties and all employees are directed by the Board to co-operate with any request made by the Committee.
  • If the Committee considers it necessary to do so, it is authorised to obtain appropriate external advice to assist it in the performance of its duties and to secure the services of outsiders with relevant experience and expertise and to invite those persons to attend at meetings of the Committee. The cost of obtaining any advice or services shall be paid by the Company within the limits as authorised by the Board.
Duties

The duties of the Committee in relation to its nominations function shall be:

  • to be responsible for identifying and nominating, for the approval of the Board and ultimately the shareholders, candidates to fill Board vacancies as and when they arise as well as putting in place plans for succession, in particular with respect to the Chairman of the Board and the Chief Executive Officer;
  • to review regularly the Board structure, size, composition and make recommendations to the Board of adjustments that are deemed necessary, in order to ensure an adequate size and a well-balanced composition of the Board and further ensure that a majority of the Board is independent, and to make determinations regarding independence of members of the Board;
  • to consider succession and emergency planning, taking into account the challenges and opportunities facing the Company and the skills and expertise therefore needed on the Board, reporting to the Board regularly;
  • to keep under review the leadership needs of the organisation, both executive and non executive, with a view to ensuring the continued ability of the Company to compete effectively in the market place;
  • annual performance evaluation of the Chairman, Managing Director and Whole time director in their respective offices and all directors with respect to their roles as directors;
  • to ensure that on appointment to the Board, non-executive directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside Board meetings;
  • to recommend to the Board whether to reappoint a director at the end of their term of office.
  • to make recommendations to the Board concerning any matters relating to the continuation in office of any director at any time including the suspension or termination of service of an executive director as an employee of the company subject to the provision of the law and their service contract;
  • to identify and recommend directors who are to be put forward for retirement by rotation;
  • before appointment is made by the Board, to evaluate the balance of skills, knowledge and experience on the Board, and in the light of this evaluation prepare a description of the role and capabilities required for a particular appointment.
  • In identifying suitable candidates the Committee may:
    • use open advertising or the services of external advisers to facilitate the search;
    • consider candidates from a wide range of backgrounds; and
    • consider candidates on merit and against objective criteria, taking care that appointees have enough time available to devote to the position;
  • to ensure the development of guide lines for selecting candidates for election or re-election to the Board, or to fill vacancies on the Board;
  • to delegate any of its powers to one or more of its members or the secretary of the Committee;
  • to consider any other matters as may be requested by the Board; and
  • to make available its terms of reference and review annually those terms of reference and its own effectiveness and recommend any necessary changes to the Board.
Duties-Remuneration

The duties of the Committee in relation to its remuneration function shall be:

  • to consider and determine, based on their performance and such other factors as the Committee shall deem appropriate all elements of the remuneration of the members of the Board and the Chief Executive Officer, namely,
    • base salary;
    • bonuses and performance-related payments (including profit-sharing schemes);
    • discretionary payments;
    • benefits in kind; and
    • share options and their equivalents
  • to approve the remuneration of other members of the senior management of the group
  • be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Committee and considering any other connection that they may have with the Company.
  • in relation to the above, the Committee shall at all times give due regard to published or other available information relating to pay, bonuses and other benefits of executives in companies which are comparable to the Company;
  • to delegate any of its powers to one or more of its members or the secretary of the Committee;
  • to consider any other matters as may be requested by the Board; and
  • to make available its terms of reference and review annually those terms of reference and its own effectiveness and recommend any necessary changes to the Board.

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