Role under lodr of nomination & remuneration - tradecareer
Additional Role under lodr of nomination & remuneration
=> Formulation of criteria for evolution of performance of Independent director and
the Board of Directors.
=> Devising a policy on diversity of Board of Directors.
=> To extent or continue the terms of appointment of Independent Director.
=> The role of the NRC of the board of a listed entity will also include recommendations
made to the board on all the payments made, in whatsoever form, to the senior
management.
Note: “senior management" by specifying that it comprises all members of the management one level below the chief executive officer/managing director/whole-time director/manager (including chief executive officer/manager, in case they are not part of the board) as well as the company secretary and the chief financial officer.
Meeting: NRC is required to meet at least once in a year.
The quorum for a meeting of the NRC shall be either 2 members or 1 /3rd of the members of the committee, whichever is greater, including at least one independent director in attendance.Compliance: A listed entity is required to comply both with the Companies Act, 2013 as well as SEBI (LODR) Regulations, 2015. Whereas, other entities who need to constitute Nomination Remuneration Committee will comply with Companies Act, 2013.
Comparison of Nomination Remuneration Committee under Companies Act, 2013
and SEBI (LODR) Regulation, 2015
1. The regulation prescribes that the Chairperson of the committee shall be an
Independent Director.
2. The regulation requires all the members of the committee to be non-executive
directors.
3. The regulation prescribes that the Chairperson of committee may be present at
the Annual General Meeting.
4. The regulation prescribes the following key additions to the role of the
committee:-
* formulation of criteria for evolution of performance of Independent director
and the Board of Directors
* devising a policy on diversity of Board of Directors
* To extent or continue the terms of appointment of Independent Director
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