Page 88 - Arvind 2024

4. Devising a policy on diversity of board of directors;
5. Identifying 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 the board of directors their appointment and removal.
6. 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.
7. Recommend to the board, all remuneration, in whatever form, payable to senior management.
8. To administer and supervise Employee Stock Options Schemes (ESOS) including framing of policies related to ESOS and reviewing grant of ESOS;
9. To review HR Policies and Initiatives.
10. Carrying out any other function as is mentioned in the terms of reference of the Nomination and Remuneration Committee.
Remuneration of Directors / Key Managerial Personnel / Senior Management*/ other Employees:
1. Evolve the principles, criteria and basis of Remuneration Policy and recommend to the Board a policy relating to the remuneration for all the Directors, KMP, senior management and other employees of the Company and to review the same from time to time;
2. The Committee shall, while formulating the policy, ensure the following:
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;
b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c) Remuneration to Directors, KMP 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.
*Senior Management for the above purpose shall mean personnel of the Company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.
4.2 Composition of Nomination and Remuneration Committee, number of Meetings held and participation at the Meetings during the year:
As on March 31, 2024, the NRC consists of 3 (three) members. During the year, the NRC has held 1 (one) Meeting on May 19, 2023.
The details of composition of committee, number of meetings held and attendance thereof during the year were as under:
Sr. No.
Name of Committee members
Category
Position / Status
Number of Meetings held during the year
Number of Meetings attended
1 Mr. Prem Prakash Pangotra
2 Mr. Pratul Shroff
3 Mr. Sanjay S. Lalbhai
Independent Director
Independent Director
Non-Executive Director
Chairman
Member
Member
1 1
1 0
1 1
4.3 Evaluation of the Board’s Performance:
During the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors. The exercise was carried out through a structured evaluation process covering various aspects of the Board’s functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors by the Independent Directors.
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