Corporate Governance

Corporate Governance is a system by which companies are directors and controlled. Board of the directors of company has to ensure that efficient corporate governance structure is in place. These Corporate Governance committees if set up properly ensure that the business runs smoothly, it helps the company in framing corporate strategy and many more benefits.

Let’s start with the various committees of the Board.

  • Nomination and remuneration committee
  • Audit Committee
  • Risk management committee

Nomination and remuneration committee

The Board of Directors of the following companies shall constitute Nomination and Remuneration Committee.

1. Every Listed Public Company.

2. The Following Class of Companies

  • All public companies with a paid-up share capital of Rs. 10/- crores   or more; or.
  • All public companies having turnover of Rs. 100/- crore or more; or
  • All public companies which have, in aggregate, outstanding loans, debentures and deposits, exceeding Rs. 50/- crore.

Note:  The paid up share capital, turnover , outstanding loans, debentures and deposits, as the case may be as existing on the date of last audited financial statements shall be taken into record.

  • Constitution of the committee

The Board of Directors of the Company (Board) constituted the committee to be known as the Nomination and Remuneration Committee consisting of three non-executive directors out of which two shall be the Independent Directors. The Chairman of the Committee shall be an Independent Director.

  • Objective and purpose of the policy

The Objective and purpose of the policy are:

The Nomination and Remuneration Committee and this policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of Listing Regulation. The Objective of this policy is to lay down a framework in relation to remuneration of directors, Key Managerial Personnel and senior management personnel.

The Key Objectives of the Committee would be:

1. To guide the Board in relation to appointment and removal of Directors.

2. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of directors and Key Managerial personnel.

3. Formulation of criteria for evaluation of Board of Directors including the Independent Director.

4. To Recommend the Board on Remuneration payable to the directors, Key Managerial Personnel and Senior Management.

5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

6. To assist the Board in fulfilling all related responsibilities.

  • Applicability

a. Directors (Executive and Non-Executive)

b. Key Managerial Personnel

  • Policy for appointment and removal of director, kmp and senior management

The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director or KMP and recommend to the Board his/her appointment.

A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

The Committee shall identify whether the director is willing to serve on one or more committees of the Board as also devote such time as necessary for proper performance of his duties.

The Committee shall analyze whether the Independent Director being considered is willing to and shall be able to carry out the duties which every independent directors are required to follow. The Committee shall check whether the prospective Director / KMP shall be able to follow the code of conduct of the Company or not.

  • Term/tenure

a) Managing Director/Whole Time Director/Independent Director

The Committee shall ensure that the appointment or Re-appointment of any Director as above is carried out as per rules and regulations given under the Companies Act, 2013 along with other relevant laws.

b) Criteria for Evaluation

The Board of Directors shall carry out the evaluation of performance of its Directors and Independent Directors based on the below criteria

Participation

  • Attendance
  • Availability
  • Time spent
  • Preparedness
  • Active participation
  • Analysis
  • Objective discussion
  • Probing & Testing assumptions

Knowledge and skill

  • Industry and Business Knowledge
  • Functional expertise
  • Corporate governance
  • Development of Strategy & Long term plans
  • Inputs in strength area

Others

  • Director’s obligation and discharge of responsibilities
  • Quality and value of contributions
  • Relationship with other Board Members
  • Removal

Due to reasons for any disqualification mentioned in the Act or under any other Applicable Act, rules and regulations there under, the Committee may recommend to the Board with reasons recorded in writing, removal of a Director or KMP subject to the provisions and Compliance of the said Act, rules and regulations.

  • Retirement

The Whole-time Directors, KMP and senior management personnel shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Whole-time Directors, KMP and senior management personnel in the same position/remuneration or otherwise, even after attaining the retirement age, for the benefit of the Company.

1. Remuneration to Managing Director/Whole Time Director/Key Managerial Personnel.

The Remuneration/compensation/commission etc. to be paid to Managing Director/Whole time Director/Key Managerial Personnel shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force or as per the policy of the Company & ongoing industrial norms.

2. Remuneration to Non-Executive /Independent Director.

The Non-Executive Independent Director may receive sitting fees only as per the provisions of Companies Act, 2013. The Amount of sitting fees shall be subject to ceiling/limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

Author Bio

Qualification: CA in Practice
Company: Makwana Sweta & Associates
Location: Mumbai, Maharashtra, IN
Member Since: 20 Aug 2017 | Total Posts: 62
A qualified Chartered Accountant with over 4 years of rich experience in Company Law, Audits, Accounts & taxation. She is a writer at her own blog https://insights.caswetamakwana.com/. She is keen in streamlining business accounts of the Company and provide Startup consultancy. View Full Profile

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