Page 115 - Tata_Chemicals_yearly-reports-2017-18

effectiveness of board processes, information and functioning, Details of Commission and Sitting Fees paid to the Non Whole-
etc. as provided by the Guidance Note on Board Evaluation time Directors for the Financial Year ended 31 March, 2018 is
issued by the Securities and Exchange Board of India on given below:
5 January, 2017.
Name of the Director Sitting Fees Commission
The procedure followed for the performance evaluation of the (`) (for FY 2017-18
Board, Committees and Individual Directors is detailed in the payable in
Board’s Report. FY 2018-19)
(`)
Remuneration of Directors
Mr. Bhaskar Bhat 3,90,000 *
The Company’s philosophy for remuneration of Directors, Mr. Nasser Munjee 6,50,000 75,00,000
KMP and all other employees is based on the commitment of
Dr. Y. S. P. Thorat 7,10,000 75,00,000
fostering a culture of leadership with trust. The Company has
Ms. Vibha Paul Rishi 3,90,000 40,00,000
adopted a Policy for remuneration of Directors, KMP and other
Mr. S. Padmanabhan 6,10,000 *
employees, which is aligned to this philosophy. The principles Integrated Report
governing the Company’s Remuneration Policy is provided in Total 27,50,000 1,90,00,000
the Board’s Report.
* In line with the internal guidelines, no payment is made towards
Managing Director & CEO commission to Mr. Bhaskar Bhat and Mr. S. Padmanabhan, Non-
Executive Directors of the Company, who are in full-time employment
The Company pays remuneration by way of salary, benefits, with other Tata companies.
perquisites and allowances (fixed component) and
As per the practice, commission to the Directors is paid after
commission (variable component) to its Managing Director &
the annual accounts are adopted by the members at the AGM.
CEO. Annual increments are recommended by the NRC within
the salary scale approved by the members of the Company The Company has not granted any stock options to its Directors.
and are effective 1 April each year. NRC recommends on the
Service Contract, Severance Fees and Notice Period of
commission payable to the Managing Director & CEO out of the
Mr. R. Mukundan, Managing Director & CEO
profits for the financial year and within the ceilings prescribed
under the Act based on the performance of the Company as Period of Contract 5 years upto 25 November, 2018
well as that of the Managing Director & CEO.
Severance fees/notice The Contract may be terminated by Statutory Reports
Details of Remuneration of Mr. R. Mukundan, Managing period either party giving the other party six
Director & CEO months’ notice or the Company paying
six months’ salary in lieu thereof. There
Salary Perquisites Commission* Total is no separate provision for payment of
(`) and (`) Remuneration severance fees.
Allowance (`) Retirement Policy for Directors
(`)
The Governance Guidelines on Board effectiveness adopted
96,00,000 1,58,31,282 3,30,00,000 5,84,31,282
by the Company provides for the retirement age of Directors.
* Commission relates to FY 2017-18, which will be paid during As per the Governance Guidelines, the Managing and Executive
FY 2018-19 Directors retire at the age of 65 years, Non-Independent
Non-Executive Directors retire at the age of 70 years and the
Non-Executive Directors
retirement age for Independent Directors is 75 years subject to
During FY 2017-18, the Company paid sitting fees of ` 30,000 the tenure specified under Section 149 of the Act.
per meeting to the Non-Executive Directors for attending
5. STAKEHOLDERS RELATIONSHIP COMMITTEE
each meeting of the Board, Audit Committee and NRC; Financial Statements
and ` 20,000 per meeting for attending each meeting of Terms of Reference
Stakeholders Relationship Committee, Independent Directors
Meetings, CSR, Safety and Sustainability Committee and The terms of reference of the Stakeholders Relationship
Risk Management Committee. Committee (‘SRC’) are as under:
The members had, at the AGM of the Company held on ʀ To look into redressal of investors’ complaints and
26 August, 2013, approved the payment of commission to the requests such as transfer of shares/debentures,
Non-Executive Directors within the ceiling of 1% of the net non-receipt of dividend, annual report, etc.;
profits of the Company as computed under the applicable
ʀ To resolve the grievances of the security holders of the
provisions of the Companies Act, 1956. The said commission
Company.
is decided each year by the Board of Directors and distributed
amongst the Non-Executive Directors based on their attendance Meetings Held
and contribution at the Board and certain Committee meetings,
During FY 2017-18, 2 (two) meetings of Stakeholders
as well as the time spent on operational matters other than at
Relationship Committee were held on 14 June, 2017 and
the meetings. The Company also reimburses the out-of-pocket
9 March, 2018.
expenses incurred by the Directors for attending the meetings.
Corporate Governance Report 113