Discuss the functions of Nomination and Remuneration Committee.
CS Professional · Ethics, Governance and Sustainability · PYQS · June 2018
Discuss the functions of Nomination 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 in accordance with the criteria laid down and recommend to the Board their appointment and removal. Performance evaluation of every director 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. Additional functions suggested under regulations 19(4) of SEBI (LODR) Regulations, 2015 are: Formulation of criteria for evaluation of performance of independent directors and the board of directors; Designing a policy on diversity of board of directors; Whether to extend or continue the term of appointment of the independent director, on the basis of report of performance evaluation of independent director.
Topics: Corporate Governance
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