Draft Board Resolution for Constitution of Nomination and Remuneration Committee

constitution-of-nomination-and-remuneration-committee

Constitution of Nomination & Remuneration Committee.

As per the provisions of section 178 of Companies Act, 2013 the Board of Directors of every listed company and such other class or classes of companies, as may be prescribed shall constitute the Nomination and Remuneration Committee consisting of three or more non-executive directors out of which not less than one-half shall be Independent Directors, Provided that the chairperson of the company (whether executive or non-executive) may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee.

Responsibilities of Nomination and Remuneration Committee
1.    Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down,
2.     Recommend to the Board their appointment and removal,
3.     Carry out evaluation of every director’s performance.
4. Formulate the criteria for determining  qualifications, positive attributes and independence of a director and
5.   Recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

Role of Nomination and Remuneration Committee :
The Nomination and Remuneration Committee shall ensure that—
(a) 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;
(b)relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(c)remuneration to directors, KMPs 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:

Draft Board resolution for Constitution of Nomination & Remuneration Committee :
To Comply with the provisions of section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meeting of board and its powers) Rules, 2014 board has accorded its consent to constitute the Nomination and Remuneration Committee and passed the following resolutions in this regard :

RESOLVED THAT in pursuance of the provisions of section 178 of the Companies Act, 2013 a Committee of the board of directors be and is hereby constituted be called as “Nomination and Remuneration Committee” with the following members:
1.             Shri ………………..
2.             Shri ……………….
3.             Shri ……………….

FURTHER RESOLVED THAT any member of this Committee may be removed or replaced at any time by the Board. Any member of this committee ceasing to be a director shall also be ceased to be a member of the Nomination and Remuneration Committee.

FURTHER RESOLVED THAT the members of this committee shall elect a Chairperson amongst themselves.

FURTHER RESOLVED THAT the Committee be and is herby authorised to 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, KMP and other employees.

FURTHER RESOLVED THAT the Committee be and is herby authorized to 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 and carry out evaluation of every directors’ performance.

FURTHER RESOLVED THAT ……………….. be and is hereby authorised to do all such acts, deeds and things which may be necessary for giving effect to this resolutions.
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