Page 129 - Tata_Chemicals_yearly-reports-2021-22

01 INTEGRATED 73 STATUTORY 178 FINANCIAL
REPORTS
STATEMENTS
REPORT
Corporate
Governance Report

• Provide guidelines for remuneration of Directors on evaluation of the working of its Committees. This exercise
material subsidiaries; was led by the Chairman of the NRC along with the Chairman
of the Board.
• Evaluate the balance of skills, knowledge and
experience on the Board and prepare a description of Criteria for Evaluation
the role and capabilities required of an Independent The performance evaluation criteria for Independent
Director. Directors is determined by the NRC. An indicative list
Meetings Held of factors on which evaluation was carried out includes
participation and contribution by a Director, commitment,
During FY 2021-22, three (3) Meetings of the NRC were held effective deployment of knowledge and expertise, integrity
on the following dates: and maintenance of confidentiality and independence of
• May 3, 2021 • October 27, 2021 behaviour and judgement.
• March 30, 2022 The overall functioning of the evaluation process reflected a
The necessary quorum was present for all the Meetings of high degree of engagement amongst the Board Members
the Committee. and their freedom to express views on matters transacted at
the Meetings.
Composition and Attendance
The procedure followed for the performance evaluation
No. of of the Board, its Committees and individual Directors is
No. of
Name of the Category Meetings Meetings detailed in the Board’s Report.
Member held during attended
tenure Remuneration of Directors and Key Managerial
Dr. C. V. Natraj ID 3 3 Personnel
(Chairman) The Company’s philosophy for remuneration of Directors,
Mr. N. NED 2 2 Key Managerial Personnel (‘KMP’) and all other employees
Chandrasekaran # is based on the commitment of fostering a culture of
Ms. Vibha Paul Rishi ID 3 3 leadership with trust. The Company has adopted a Policy
for Remuneration of Directors, KMP and other employees
Mr. S. Padmanabhan NED 3 3
which is aligned to this philosophy.
ID - Independent Director; NED - Non-Executive Director The principles governing the Company’s Remuneration
# Ceased to be a Member of the Committee on December 31, 2021
Policy are provided in the Board’s Report. The said Policy
The composition and terms of reference of the NRC are in is also uploaded on the website of the Company at
compliance with the provisions of Section 178(1) of the Act https://www.tatachemicals.com/RemPolicy.htm.
and Regulation 19 of the SEBI Listing Regulations.
Executive Directors
The Chairman of the NRC briefs the Board at its Meetings
about the significant discussions at each of the NRC The Company pays remuneration by way of salary, benefits,
Meetings. perquisites and allowances (fixed component) and
commission (variable component) to its Executive Directors.
Dr. C. V. Natraj, Chairman of the NRC, was present during the
last e-AGM held on July 2, 2021. Annual increments are recommended by the NRC within
the salary scale approved by the Members of the Company
Board, Director Evaluation and Criteria for Evaluation and are effective April 1 each year. The NRC recommends the
In terms of the requirement of the Act and the SEBI Listing commission payable to the Executive Directors out of the
Regulations, during the year under review, the Board has profits for the financial year and within the ceiling prescribed
carried out an annual performance evaluation of its own under the Act based on the performance of the Company as
performance, performance of the Directors as well as the well as that of the Executive Directors.

Details of Remuneration of Executive Directors for FY 2021-22 (`)
Perquisites and Total
Name of the Director Salary Commission*
Allowance Remuneration
Mr. R. Mukundan – Managing Director & CEO 1,25,30,700 2,05,91,752 3,75,00,000 7,06,22,452
Mr. Zarir Langrana – Executive Director 69,45,840 1,18,16,019 1,60,00,000 3,47,61,859
*Commission relates to FY 2021-22, which will be paid during FY 2022-23
The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation /
premium paid are not available.

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