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Annexure 4 to Board’s Report
Remuneration Policy for Directors, Key Managerial

Personnel and other Employees

the philosophy for remuneration of directors, Key Managerial and motivate directors aligned to the requirements of
personnel (‘KMp’) and all other employees of tata Chemicals the Company (taking into consideration the challenges
limited (‘Company’) is based on the commitment of fostering a faced by the Company and its future growth
culture of leadership with trust. the remuneration policy is aligned imperatives).
to this philosophy.
• overall remuneration should be reflective
this remuneration policy has been prepared pursuant to the of size of the Company, complexity of the
provisions of Section 178(3) of the Companies act, 2013 (‘act’) and sector/industry/Company’s operations and the
listing regulations, 2015. In case of any inconsistency between Company’s capacity to pay the remuneration.
the provisions of law and this remuneration policy, the provisions • overall remuneration practices should be consistent
of the law shall prevail and the Company shall abide by the with recognised best practices.
applicable law. While formulating this policy, the nomination and
remuneration Committee (‘nrC’) has considered the factors laid • Quantum of sitting fees may be subject to review on a
down under Section 178(4) of the act, which are as under: periodic basis, as required.
• the aggregate commission payable to all the neds
(a) the level and composition of remuneration is reasonable and Ids will be recommended by the nrC to the Board
and sufficient to attract, retain and motivate directors of the based on company performance, profits, return to
quality required to run the company successfully;
investors, shareholder value creation and any other
(b) relationship of remuneration to performance is clear and significant qualitative parameters as may be decided
meets appropriate performance benchmarks; and by the Board.
• the nrC will recommend to the Board the quantum
(c) remuneration to directors, key managerial personnel and of commission for each director based upon the
senior management involves a balance between fixed and outcome of the evaluation process which is driven by
incentive pay reflecting short and long-term performance
various factors including attendance and time spent
objectives appropriate to the working of the company and in the Board and Committee meetings, individual
its goals.
contributions at the meetings and contributions made
by directors other than in meetings.
Key principles governing this remuneration
policy are as follows: • In addition to the sitting fees and commission, the
company may pay to any director such fair and
u Remuneration for Independent Directors and reasonable expenditure, as may have been incurred
Non-Independent Non-Executive Directors
by the director while performing his/her role as a
• Independent directors (‘Id’) and non-Independent director of the Company. this could include reasonable
non-executive directors (‘ned’) may be paid sitting expenditure incurred by the director for attending
fees (for attending the meetings of the Board and of Board/Board Committee meetings, general meetings,
Committees of which they may be members) and court convened meetings, meetings with shareholders/
commission within regulatory limits. creditors/management, site visits, induction and
training (organised by the Company for directors) and
• Within the parameters prescribed by law, the payment in obtaining professional advice from independent
of sitting fees and commission will be recommended advisors in the furtherance of his/her duties as a
by the nrC and approved by the Board. director.

• overall remuneration (sitting fees and commission) • remuneration for Managing director (‘Md’)/executive
should be reasonable and sufficient to attract, retain directors (‘ed’)/KMp/rest of the employees 1

78 I Integrated annual report 2019-20