Criteria of making payments to Non-Executive Directors
Overall remuneration should be reflective of the size of the Company, complexity of the
sector/industry/company’s operations and the company’s capacity to pay the remuneration.
Independent Directors ("ID") and Non-Independent Non- Executive Directors ("NED") may be paid
sitting fees (for attending the meetings of the Board and of committees of which they may be
members) and commission within regulatory limits. Quantum of sitting fees may be subject to review
on a periodic basis, as required.
Within the parameters prescribed by law, the payment of sitting fees and commission will be
recommended by the Nomination & Remuneration Committee (“NRC”) and approved by the Board.
Overall remuneration (sitting fees and commission) should be reasonable and sufficient to attract,
retain and motivate Directors aligned to the requirements of the Company (taking into consideration
the challenges faced by the Company and its future growth imperatives).
The aggregate commission payable to all the NEDs and IDs will be recommended by the NRC to the
Board based on Company’s performance, profits, return to investors, shareholder value creation and
any other significant qualitative parameters as may be decided by the Board.
The NRC will recommend to the Board, the quantum of commission for each Director based upon
the outcome of the evaluation process which is driven by various factors including attendance and
time spent in the Board and committee meetings, individual contributions at the meetings and
contributions made by Directors other than in meetings.
In addition to the sitting fees and commission, the Company may pay to any Director such fair and
reasonable expenditure, as may have been incurred by the Director while performing his/her role as
a Director of the Company. This could include reasonable expenditure incurred by the Director for
attending Board/Board committee meetings, general meetings, court convened meetings, meetings
with shareholders/creditors/ management, site visits, induction and training (organised by the
Company for Directors) and in obtaining professional advice from independent advisors in the
furtherance of his/her duties as a director.