Nomination and Remuneration Committee Sample Clauses

Nomination and Remuneration Committee i. Brief description of terms of reference ii. Composition, name of members and Chairperson

Nomination and Remuneration Committee. A. The company through its Board of Directors shall constitute the nomination and remuneration committee which shall comprise at least three directors, all of whom shall be non-executive directors and at least half shall be independent. Chairman of the committee shall be an independent director. 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. B. The role of the committee shall, inter-alia, include the following: 1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; 2. Formulation of criteria for evaluation of Independent Directors and the Board; 3. Devising a policy on Board diversity; 4. 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 their appointment and removal. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report. C. The Chairman of the nomination and remuneration committee could be present at the Annual General Meeting, to answer the shareholders' queries. However, it would be up to the Chairman to decide who should answer the queries.

Nomination and Remuneration Committee. The Nomination and Remuneration Committee comprises of Shri E.A.K. Xxxxxxxxxxxx (Chairman), Shri X.X. Xxxxx and Shri X.X. Xxxxxx. The Nomination and Remuneration Committee reviews and approves the annual salaries, performance commission, service agreements and other employment conditions for Managing/Executive directors. The Nomination and Remuneration Policy is placed on Company’s website at xxx.xxxxxxx.xx

Nomination and Remuneration Committee a. The Nomination and Remuneration Committee has been constituted in compliance with Section 178 of the Act, and Regulation 19 of the SEBI Listing Regulations. b. As on date, the Committee comprises of Mr. Xxxxx Xxxxxxxxx Xxxx, Chairman, Xx. Xxxxxxxx Xxxxxxxx Xxxxx, Ms. Xxxxxx Xxxx Xxxxxxxxx and Xxx. Xxxx X. Shah. c. The composition of the Nomination and Remuneration Committee for FY 2021-2022 and the details of meetings attended by its members are given below: 1 Mr. Xxxxx Xxxxxxxxx Xxxx Chairman 2 2 Xx. Xxxxxxxx Xxxxxxxx Xxxxx Member 2 4 Mrs. Xxxx Xxxxxx Xxxx Member 2 @ appointed as member of the committee w.e.f. 18-05-2021 d. Two Nomination and Remuneration Committee meetings were held during the year. The dates on which the said meetings were held are as follows: November 15, 2021; and February 09, 2022. The necessary quorum was present for all the meeting; e. The extracts of terms of reference of the nomination and remuneration committee are as under: i use the services of external agencies, if required;

Nomination and Remuneration Committee. 4.1 Guiding Principles for constitution of Nomination and Remuneration Committee: The Nomination and Remuneration Committee will consist of three or more non- executive directors, out of which at least one-half shall be independent director(s), provided that chairperson of the Company may be appointed as a member of this Committee but shall not chair such a Committee. 4.2 The Committee will meet at such intervals as it deems fit to carry out the objectives set out in the Policy. A quorum of two members) is required to be present for the proceedings to take place. The Committee members may attend the meeting physically or via permitted audio-visual mode, subject to the provisions of the applicable Regulations. The Committee shall have the authority to call such employee(s), senior official(s) and / or externals, as it deems fit. The Company Secretary shall act as Secretary to the Committee.

Nomination and Remuneration Committee a. The Nomination and Remuneration Committee has been constituted in compliance with Section 178 of the Act, and Regulation 19 of the SEBI Listing Regulations. b. As on date, the Committee comprises of Mr. Xxxxx Xxxxxxxxx Xxxx, Chairman, Xx. Xxxxxxxx Xxxxxxxx Xxxxx, Ms. Xxxxxx Xxxx Xxxxxxxxx and Xx. Xxxxxxxx X. Shah. c. The composition of the Nomination and Remuneration Committee for FY 2022-23 and the details of meetings attended by its members are given below: 1 Mr. Xxxxx Xxxxxxxxx Xxxx Chairman 2 2 Xx. Xxxxxxxx Xxxxxxxx Xxxxx Member 1 4 Mrs. Xxxx Xxxxxx Xxxx# Member 1 5 Xx. Xxxxxxxx Xxxxxxxx Shah@ Member 1 #Ceased to be member of the committee w.e.f. 03.10.2022 @appointed as member of the committee w.e.f. 03-10-2022 d. Two Nomination and Remuneration Committee meetings were held during the year. The dates on which the said meetings were held are as follows: 10th August 2022; and 10th February, 2023. The necessary quorum was present for all the meeting; e. The extracts of terms of reference of the nomination and remuneration committee are as under: i use the services of external agencies, if required;

Nomination and Remuneration Committee. A. The company shall set up a nomination and remuneration committee which shall comprise at least three directors, all of whom shall be non-executive directors and at least half shall be independent. Chairman of the committee shall be an independent director. B. The role of the committee shall, inter-alia, include the following: 1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; 2. Formulation of criteria for evaluation of Independent Directors and the Board; 3. Devising a policy on Board diversity; 4. 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 their appointment and removal. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report. C. The Chairman of the nomination and remuneration committee could be present at the Annual General Meeting, to answer the shareholders' queries. However, it would be up to the Chairman to decide who should answer the queries.

Nomination and Remuneration Committee. In line with JCorp’s Groupwide corporate practice, the functions and responsibilities of the Company’s NRC are vested with JCorp Group NRC. This approach in centralizing NRC functions is not an uncommon practice among top global companies and leading multi national corporations. The prime consideration is the strategic advantage that the Centre provides by allowing wider access and greater reach to a much larger pool of talent, skills and expertise as well as to benchmark remunerations on a group-wide basis. KFCH is directly represented at the JCorp NRC by its Chairman, Deputy Chairman and Managing Director who are respectively the Chairman and official members of the JCorp NRC. The terms of reference of the NRC are as follows: The NRC is established primarily to: A Nomination 1 Identify and recommend candidates for Board directorship of Public Listed Companies within JCorp Group (“PLC”); 2 Recommend directors to fill the seats on Board Committee;

Nomination and Remuneration Committee. This Policy envisages the role and responsibility of the Independent Directors, Constitution of the Nomination and Remuneration Committee, term of appointment of Managerial Personnel, Directors, KMPs, Senior Management, remuneration of the Managerial Personnel, KMPs, Senior Management, Independent Directors, Stock Options to Managerial Personnel, KMPs, Senior Management, other employees, evaluation of Managerial Personnel, KMPs, Senior Management, Independent Directors, etc.

Nomination and Remuneration Committee. The Committee met one time during the financial year 2023-24 i.e 29th December,2023. The terms of reference of the Nomination and Remuneration Committee are as per the governing provisions of the Companies Act, 2013 (section 178) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (specified in Part D of Schedule II).