Page 92 - Tata_Chemicals_yearly-reports-2021-22

Integrated Annual Report 2021-22

Annexure 3 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 of size of
This remuneration policy has been prepared pursuant to the the Company, complexity of the sector/industry/
provisions of Section 178(3) of the Companies Act, 2013 (‘Act’) and Company’s operations and the Company’s capacity to
Listing Regulations, 2015. In case of any inconsistency between 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 sufficient to attract, retain and motivate directors of the and IDs will be recommended by the NRC to the
quality required to run the company successfully; Board based on company performance, profits, return
to investors, shareholder value creation and any other
(b) relationship of remuneration to performance is clear and significant qualitative parameters as may be decided by
meets appropriate performance benchmarks; and
the Board.
(c) remuneration to directors, key managerial personnel and • The NRC will recommend to the Board the quantum
senior management involves a balance between fixed and of commission for each director based upon the
incentive pay reflecting short and long-term performance outcome of the evaluation process which is driven by
objectives appropriate to the working of the company and various factors including attendance and time spent
its goals.
in the Board and Committee meetings, individual
Key principles governing this remuneration contributions at the meetings and contributions made
policy are as follows: by directors other than in meetings.
 Remuneration for Independent Directors and • In addition to the sitting fees and commission,
Non-Independent Non-Executive Directors the company may pay to any director such fair
and reasonable expenditure, as may have been
• Independent Directors (‘ID’) and Non-Independent incurred by the director while performing his/her
Non-Executive Directors (‘NED’) may be paid sitting role as a director of the Company. This could include
fees (for attending the meetings of the Board and of reasonable expenditure incurred by the director
Committees of which they may be members) and for attending Board/Board Committee meetings,
commission within regulatory limits.
general meetings, court convened meetings, meetings
• Within the parameters prescribed by law, the payment with shareholders/creditors/management, site visits,
of sitting fees and commission will be recommended induction and training (organised by the Company for
by the NRC and approved by the Board. directors) and in obtaining professional advice from
• Overall remuneration (sitting fees and commission) independent advisors in the furtherance of his/her
should be reasonable and sufficient to attract, retain duties as a director.

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