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transactions. The Chairman of the Audit Committee briefs the ʀ Assist the Board in fulfilling its corporate governance
Board about the significant discussions at the Audit Committee responsibilities relating to remuneration of Board, KMP
meetings. The minutes of each of the Audit Committee and executive team members;
Meeting are placed in the next meeting of the Board.
ʀ Oversee familiarisation programmes for Directors;
Mr. Nasser Munjee, Chairman of the Audit Committee, was
ʀ Review HR and people strategy and its alignment with
present at the last AGM held on 9 August, 2017.
the business strategy periodically or when a change is
4. NOMINATION AND REMUNERATION COMMITTEE made to either;
The role of the Nomination and Remuneration Committee ʀ Provide guidelines for remuneration of Directors on
(‘NRC’) is to oversee the selection of Directors and Senior material subsidiaries;
Management Personnel based on criteria related to the specific
ʀ Perform other activities related to the charter as
requirement of expertise, independence and execution.
requested by the Board from time to time.
The NRC evaluates the performance of Directors and Senior
Management Personnel based on the expected performance Meetings Held
criteria. NRC also recommends to the Board the remuneration
During FY 2017-18, 4 (four) meetings of NRC were held
payable to Directors and Senior Management Personnel of the
Company. on 26 May, 2017, 24 November, 2017 and 23 March, 2018
(2 meetings).
Terms of Reference
Composition and Attendance
The Board has adopted a charter of the NRC for its smooth
The composition and the terms of reference of the NRC are in
functioning covering aspects relating to composition,
responsibilities, evaluation process, remuneration, Board compliance with the provisions of Section 178(1) of the Act
development and reviewing HR strategy. The key terms of and Regulation 19 of the Listing Regulations.
reference of the NRC, inter alia, are:
Name of the Category No. of Attendance
ʀ Make recommendations to the Board regarding the
Member meetings (%)
setup and composition of the Board;
attended
ʀ Identify persons who are qualified to become directors Dr. Y.S.P. Thorat ID 4 100
and who may be appointed in senior management in (Chairman)
accordance with the criteria laid down and recommend
Mr. Nasser Munjee ID 3 75
to the Board of Directors their appointment and removal;
Mr. Bhaskar Bhat NED 4 100
ʀ Formulate the criteria for determining qualifications,
positive attributes and independence of a Director ID - Independent Director; NED - Non-Executive Director
and recommend to the Board a policy, relating to the
remuneration of the Directors, Key Managerial Personnel Dr. Y. S. P. Thorat, Chairman of the NRC, was present at the last
(‘KMP’) and other employees; AGM held on 9 August, 2017.
ʀ Support the Board and Independent Directors, as may Board and Director Evaluation
be required, in evaluation of the performance of the
Board, its Committees and Individual Directors; During the year under review, the Board has carried out an
annual performance evaluation of its own performance,
ʀ Formulate criteria for evaluation of Directors and the
performance of the Directors as well as the evaluation of the
Board;
working of its Committees.
ʀ Recommend to the Board, the appointment of KMP and
executive team members; The NRC has defined the evaluation criteria, procedure and
time schedule for the performance evaluation process of the
ʀ Whether to extend or continue the term of appointment
Board, its Committees and Directors. The criteria for Board
of the Independent Director, on the basis of the report
Evaluation was based on the guidance note issued by SEBI
of performance evaluation of Independent Directors;
which, inter alia, included questionnaire on structure of the
ʀ On an annual basis, recommend to the Board the Board, meetings of the Board, functions of the Board and
remuneration payable to Directors, KMP and executive Management.
team members of the Company;
Criteria for Evaluation
ʀ Devise a policy on Board diversity;
The Board of Directors has carried out an annual evaluation
ʀ Recommend to the Board the appointment or
of its own performance, board committees and individual
re-appointment of Directors;
directors pursuant to the provisions of the Act and the
ʀ Review matters related to remuneration and benefits corporate governance requirements as prescribed by
payable upon retirement and severance to the Listing Regulations. The performance of the Board was
Managing Director/Executive Director(s), KMP and evaluated after seeking inputs from all the directors on the
executive team members; basis of criteria such as the board composition and structure,
112 Annual Report 2017-18