Discuss the functions of Nominations and Remuneration Committee.

CS Professional · Ethics, Governance and Sustainability · PYQS · December 2021
Discuss the functions of Nominations and Remuneration Committee.

Answer & Explanation:

Under Section 178(2), (3) and (4) of the Companies Act 2013, the Nomination and Remuneration Committee shall perform following functions: Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal. Further, it has been attached with a wider responsibility of carrying out evaluation of every director's performance. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees. While formulating the policy, the Committee shall consider the following: 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; relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and 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 to the working of the company and its goals. The remuneration policy formulated by the Committee is required under the Act to be disclosed in the Board's report. Role of Nomination and Remuneration Committee (Part D of Schedule II of SEBI (LODR) Regulations, 2015) 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; 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.

Topics: Corporate Governance

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