Page 73 - Kolte Patil AR 2019-20
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TERMS OF  REFERENCE TO NOMINATION AND                Person of eminence, standing and knowledge with significant
            REMUNERATION COMMITTEE                                 achievements in business, professions and/or public service.
            •   To recommend to the Board appointment, re-appointment of     His / her financial or business literacy/skills.
               Directors, Executive Directors and Key Managerial Personnel     Appropriate other qualification/experience to meet the
               and determination, fixation of the remuneration and revision   objectives of the Company.
               in the remuneration payable to the Executive Directors of the     As per the applicable provisions of Companies Act 2013,
               Company and removal of the director/Executive Director/Key   Rules made thereunder and Regulations of SEBI (Listing
               Managerial Personnel;
                                                                   Obligations and Disclosure Requirements) Regulations, 2015.
            •   To formulate the criteria for determining qualifications, positive   The  Nomination  and  Remuneration  Committee  shall  have
               attributes and independence of the director;        discretion to consider and fix any other criteria or norms for
            •   To recommend the Board the policy related to the remuneration   selection of the most suitable candidate/s.
               of for Directors, Key Managerial Personnel, Senior Management
               Personnel (SMP)and other employees;             Attributes of Directors (including Independent Directors):
                                                               •   Demonstrate  integrity,  credibility,  trustworthiness,  ability  to
            •   To formulate the criteria for effective evaluation of performance
               of Board of Directors, its Committees, Chairperson and   handle conflict constructively, and the willingness to address
               individual Directors (including Independent  Directors), to   issues proactively.
               be carried out either by the Board or by NRC or through an   •   Actively update their knowledge and skills with the latest
               independent external agency and review its implementation   developments in market conditions and applicable legal
               and compliance;                                     provisions.
            •   To carry out evaluation performance of every Director of the   •   Willingness to devote sufficient time and attention to the
               Company;                                            Company’s business and discharge their responsibilities
            •   To determine whether to extend or continue the term of   •   Assist in bringing independent judgment to bear on the Board’s
               appointment of the independent Director, based on the report   deliberations especially on issues of strategy, performance, risk
               of performance evaluation of Independent Directors;  management, resources, key appointments and standards of
                                                                   conduct and ability to develop a good working relationship
            •   To devise a policy on diversity of Board of Directors;
                                                                   with other Board members and contribute to the Board’s
            •   To identify persons who are qualified to become directors and   working relationship with the senior management of the
               who may be appointed in senior management in accordance   Company.
               with the criteria laid down, and recommend to the board of   •   Act within their authority, assist in protecting the legitimate
               directors their appointment and removal;
                                                                   interests of the Company, its shareholders and employees
            •   To formulate and  recommend  to the  Board of Directors the   •   Any other attributes as maybe required under the Companies
               policy  relating  to  the  stock  options  to  the  employees,  grant   Act, 2013 read with the Rules made there under along with
               the  stock  options  to  the  eligible  employees  and  review  the   the SEBI (Listing Obligations and Disclosure Requirements)
               management of stock option scheme;
                                                                   Regulations, 2015, as amended from time to time.
            •   To allot shares under ESOS to the employees who has exercise
               the options granted to them;                    Criteria for appointment of KMP/Senior Management:
            •   To recommend to the board, all remuneration, in whatever   •   Possess the required qualifications, experience, skills & expertise
               form, payable to senior management;                 to effectively discharge their duties and responsibilities;
            •   Carry out functions as may be entrusted (i) by the Board of   •   Practice and encourage professionalism  and transparent
               Directors from time to time; and (ii) by the virtue of applicable   working environment;
               provisions  of  the  Companies  Act,  2013  (iii)  the  SEBI  (Listing   •   Build teams and carry the team members along for achieving
               Obligations and Disclosure Requirements) Regulations,   the goals/objectives and corporate mission;
               2015 and any other applicable provisions of Laws, as may be   •   Strictly adhere to the code of conduct and any other policies as
               amended from time to time.                          maybe set out by the Company from time to time; and

            CRITERIA FOR DETERMINING THE FOLLOWING:-           •   Act at all times in the interest of the Company while discharging
            Qualifications for appointment of Directors (including Independent   their duty.

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