Nomination and remuneration committee - tradecareer

         NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee helps the Board relating to the 

appointment of the members of the Board. This Committee finalises the conditions of 

employment and remuneration of senior management, and to management's and 

personnel's remuneration and incentive schemes.

NRC provisions in Companies Act [Section 178 of the Companies Act, 2013]

Constitution of Nomination Committee: 

The following companies are required to constitute a Nomination Committee:

1. Every listed Public Companies, or

2. Unlisted public companies having:

a) paid-up capital of Rs. 10 Crore or more;

b) turnover of Rs. 100 Crore or more;

c) aggregate, outstanding loans or borrowings or debentures or deposits exceeding Rs. 50 Crore or more.

Special Note: Dormant and Section 8 Companies not required to constitute NRC.

Note: The calculation of above paid-up share capital or turnover or outstanding loans 

etc. shall be based on the last audited Financial Statements.

Members: Tins committee shall consist of 3 or more non-executive directors out of 

which not less than 1/2 shall be independent directors.

Formulation of Policy: The Nomination and Remuneration Committee shall consider the 

following while formulating the policy :-

a) the level and composition of remuneration is reasonable and sufficient to attract, 

retain and motivate directors of the quality required to run the company 

successfully;

b) relationship of remuneration to performance is clear and meets appropriate 

performance benchmarks; and

c) remuneration to directors, key managerial personnel and senior management 

involves a balance between fixed and incentive pay reflecting short and long-term 

performance objectives appropriate to the working of the company and its goals.

Role & Responsibilities of Nomination and Remuneration Committee

a. Identifying the persons who are qualified to become Directors and who may be 

appointed in senior management;

                                                                           


b. Recommend to the Board the appointment and removal of any director;

c. Specify the mariner for effective Evaluation of Board, Director's Committees 

performance;

d. Formulation of the parameters for determining qualifications, positive attributes 

and independence of a Director, and

e. Recommend a policy relating to the remuneration for the Directors, KMP and other 

employees.

NRC Provisions in SEBI (Listing Obligation Disclosure Requirements), 2015

[Regulation 19 of SEBI (LODR) Regulations, 2015]

Members: The company shall set up a Nnomination and Remuneration Committee 

which shall comprise at least 3 directors, all of whom shall be non-executive directors 

and at least 1/2 shall be independent.

Chairman: The Chairman of the committee shall be an independent director. The 

Chairman of the Nomination and Remuneration Committee shall present at the AGM 

and answer the shareholders' queries in this regard.

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