Explain the provisions of SEBI (LODR) Regulations, 2015 related to role and responsibilities of Nomination and Remuneration Committee, its chairperson, composition, number of meetings to be held in a year and its quorum.

Role and Responsibilities of Nomination & Remuneration Committee Regulation 19 of SEBI (LODR) Regulations, 2015 provides that the role of Nomination and Remuneration Committee is specified in Part D of Schedule II, which include the following: Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. Formulation of criteria for evaluation of performance of independent directors and the board of directors; Devising a policy on diversity of board of directors; 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. 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, all remuneration, in whatever form, payable to senior management. Composition: The committee shall comprise of at least three directors and all of them shall be non-executive directors. At least two-thirds of these directors shall be independent directors. The Chairperson shall be an independent director. However, the chairperson of the listed entity, whether executive or non- executive, may be appointed as a member of the Committee and shall not chair such Committee. The Chairperson of the committee 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. Meeting: The committee shall meet at least once in a year. Quorum: The quorum for a meeting of the nomination and remuneration committee shall be either two members or one third of the members of the committee, whichever is greater, including at least one independent director in attendance.