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Annexure 4 to Board’s Report
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and other Employees

The philosophy for remuneration of Directors, Key Managerial ʀ Overall remuneration practices should be consistent
Personnel (‘KMP’) and all other employees of Tata Chemicals Limited with recognised best practices.
(‘Company’) is based on the commitment of fostering a culture of
ʀ Quantum of sitting fees may be subject to review on a
leadership with trust. The remuneration policy is aligned to this
periodic basis, as required.
philosophy.
ʀ The aggregate commission payable to all the NEDs and
This remuneration policy has been prepared pursuant to the
provisions of Section 178(3) of the Companies Act, 2013 (‘Act’) and IDs will be recommended by the NRC to the Board based
Listing Regulations, 2015. In case of any inconsistency between the on company performance, profits, return to investors,
provisions of law and this remuneration policy, the provisions of the shareholder value creation and any other significant Integrated Report
law shall prevail and the company shall abide by the applicable law. qualitative parameters as may be decided by the Board.
While formulating this policy, the Nomination and Remuneration
ʀ The NRC will recommend to the Board the quantum of
Committee (‘NRC’) has considered the factors laid down under
commission for each director based upon the outcome
Section 178(4) of the Act, which are as under:
of the evaluation process which is driven by various
(a) the level and composition of remuneration is reasonable and factors including attendance and time spent in the Board
sufficient to attract, retain and motivate directors of the quality and committee meetings, individual contributions at
required to run the company successfully; the meetings and contributions made by directors other
than in meetings.
(b) relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and ʀ In addition to the sitting fees and commission, the
company may pay to any director such fair and
(c) remuneration to directors, key managerial personnel and
reasonable expenditure, as may have been incurred
senior management involves a balance between fixed and
by the director while performing his/her role as a
incentive pay reflecting short and long-term performance Statutory Reports
director of the Company. This could include reasonable
objectives appropriate to the working of the company and its
expenditure incurred by the director for attending
goals.
Board/Board committee meetings, general meetings,
Key principles governing this remuneration policy are as court convened meetings, meetings with shareholders/
follows: creditors/management, site visits, induction and
training (organised by the Company for directors) and
¾ Remuneration for Independent Directors and Non-
in obtaining professional advice from independent
Independent Non-Executive Directors
advisors in the furtherance of his/ her duties as a director.
ʀ Independent Directors (‘ID’) and Non-Independent Non-
¾ Remuneration for Managing Director (‘MD’)/Executive
Executive Directors (‘NED’) may be paid sitting fees (for
attending the meetings of the Board and of committees Directors (‘ED’)/KMP/rest of the employees 1
of which they may be members) and commission within The extent of overall remuneration should be sufficient to
regulatory limits.
attract and retain talented and qualified individuals suitable for
ʀ Within the parameters prescribed by law, the payment every role. Hence remuneration should be -
of sitting fees and commission will be recommended by
ʀ Market competitive (market for every role is defined as Financial Statements
the NRC and approved by the Board.
companies from which the company attracts talent or
ʀ Overall remuneration (sitting fees and commission) companies to which the company loses talent)
should be reasonable and sufficient to attract, retain
ʀ Driven by the role played by the individual
and motivate directors aligned to the requirements
of the company (taking into consideration the ʀ Reflective of size of the company, complexity of
challenges faced by the Company and its future growth the sector/industry/company’s operations and the
imperatives). company’s capacity to pay
ʀ Overall remuneration should be reflective of size of ʀ Consistent with recognised best practices and
the company, complexity of the sector/ industry/
ʀ Aligned to any regulatory requirements.
Company’s operations and the Company’s capacity to
pay the remuneration.

1 Excludes employees covered by any long term settlements or specific term contracts. The remuneration for these employees would be driven by the respective long term
settlements or contracts.
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