Page 134 - Tata_Chemicals_yearly-reports-2019-20

The NRC has defined the evaluation criteria, procedure and time schedule for the performance evaluation process of the Board, its
Committees and Directors. The criteria for Board Evaluation was based on the Guidance Note issued by SEBI which, inter alia, included
questions on the following:
Board Evaluation Evaluation of Individual Directors Committee Evaluation
• Board Structure - qualifications, • Professional qualifications and • Mandate and composition
experience and competencies experience • Effectiveness of the Committee
• Board Diversity • Knowledge, skills and competencies • Structure of the Committee
• Meetings – regularity, frequency, • Fulfillment of functions, ability to • Meetings – regularity, frequency,
agenda, discussion and recording of function as a team agenda, discussion and dissent,
minutes • Attendance recording of minutes
• Functions – strategy, governance, • Commitment, contribution, integrity • Independence of the Committee
compliances, evaluation of risks, and independence from the Board and contribution
stakeholder value and responsibility, In addition to the above, the Chairperson of to decisions of the Board
conflict of interest, review of TBEM the Board Meetings is also evaluated on key
findings and monitoring action aspects of his role, including effectiveness
plans
of leadership and ability to steer Meetings,
• Independence of management impartiality and ability to keep shareholders’
from the Board, access of Board and interests in mind.
management to each other
• Succession plan and professional
development

The Company has followed the practice of implementing The principles governing the Company’s Remuneration
each of the observations from the annual evaluation by Policy is provided in the Board’s Report.
calendarising its implementation through the Action Taken The said Policy is uploaded on the website of the Company at
Report which is reviewed by the Board of Directors from time https://www.tatachemicals.com/RemPolicy.htm.
to time.
Executive Directors
The procedure followed for the performance evaluation of The Company pays remuneration by way of salary, benefits,
the Board, Committees and Individual Directors is detailed in perquisites and allowances (fixed component) and
the Board’s Report.
commission (variable component) to its Executive Directors.
Remuneration of Directors Annual increments are recommended by the NRC within
the salary scale approved by the Members of the Company
The Company’s philosophy for remuneration of Directors, and are effective April 1 each year. NRC recommends on
KMP and all other employees is based on the commitment the commission payable to the Executive Directors out
of fostering a culture of leadership with trust. The Company of the profits for the financial year and within the ceilings
has adopted a Policy for remuneration of Directors, KMP prescribed under the Act based on the performance of the
and other employees, which is aligned to this philosophy. Company as well as that of the Executive Directors.

Details of Remuneration of Executive Directors
(`)
Perquisites and Total
Name of the Director Salary Commission*
Allowance Remuneration
Mr. R. Mukundan – Managing Director & CEO 1,19,34,000 1,95,41,964 3,55,00,000 6,69,75,964
Mr. Zarir Langrana – Executive Director 66,15,000 1,14,01,383 1,42,50,000 3,22,66,383
* Commission relates to FY 2019-20, which will be paid during FY 2020-21
Non-Executive Directors

During FY 2019-20, the Company paid sitting fees of ` 30,000 per Meeting to the Non-Executive Directors for attending each Meeting
of the Board; Audit Committee and Nomination and Remuneration Committee; and ` 20,000 per Meeting for attending each

132 I INTEGRATED ANNuAL REPORT 2019-20