DIRECTOR S APPOINTMENT & REMUNERATION POLICY

Transcription

1 Document Name Director s appointment & remuneration policy Document Number DION/QMS/POL/HRP/43 DIRECTOR S APPOINTMENT & REMUNERATION POLICY Page 1

2 Document Name Director s appointment & remuneration policy Document Number DION/QMS/POL/HRP/43 Contents 1. OBJECTIVE SCOPE DEFINITIONS DIRECTOR S APPOINTMENT PROCESS DIRECTOR S RENUMERATION DECISION PROCESS: AMENDMENT OF POLICY...4 Page 2

3 Document Name Director s appointment & remuneration policy Document Number DION/QMS/POL/HRP/43 1. OBJECTIVE The objective of the Director s appointment & remuneration policy is to regulate the appointment and remuneration of Directors (including Independent Directors) as per the criteria formulated by the Nomination and Remuneration Committee of the Board under the requirement of Sections 134, 178, Schedule IV of the Companies Act, 2013 ( Act ) read with applicable Rules and Regulations under the Act and Clause 49 of the Listing Agreement entered into by the Company with the BSE Limited. The policy ensures to have a Board with diverse background and experience in areas that are relevant for the Company and at the same time to attract and retain the best suitable talent on the Board of the Company. 2. SCOPE All new appointments made in the Board of Directors will be covered under this policy. Further, the remuneration of all existing and new Directors will also be reviewed and determined as per this policy. 3. DEFINITIONS Nomination and Remuneration Committee (NRC) means Committee of Board of Directors of the Company constituted under provisions of Companies Act, 2013 and the Listing agreement. Board means Board of Directors of the Company Policy means Director s Appointment and Remuneration Policy. Company means the Dion Global Solutions Limited. 4. DIRECTOR S APPOINTMENT PROCESS The NRC determines the criteria of appointment to the Board and is vested with the authority to identify candidates for appointment to the Board of Directors. The NRC, along with the Board, on continuous basis will review appropriate skills, characteristics and experience required of the Board as a whole and its individual members. In evaluating the suitability of individual Board member, the NRC will take into account multiple factors, including general understanding of the business, education, professional background, personal achievements, etc. Few important criteria against which each prospective candidate will also be evaluated are personal and professional ethics, integrity and values. He/ She should be willing to devote sufficient time and effort in carrying out their duties and responsibilities effectively & must have the aptitude to critically evaluate management s working as part of a team. The NRC will evaluate each prospective candidate with the objective of having a group that best enables the success of the Company s business. Based on recommendation of the NRC, the Board will evaluate the candidate(s) and decide on the selection of the appropriate Page 3

4 Document Name Director s appointment & remuneration policy Document Number DION/QMS/POL/HRP/43 member. The Board through the Chairman / MD will make an invitation to the new member to join the Board as a Director. On acceptance of the same, the new Director will be appointed by the Board. 5. DIRECTOR S REMUNERATION DECISION PROCESS The form and amount of a director s remuneration will be recommended by the NRC to the Board for approval within the maximum amount permissible under the law. Employee directors will not be paid for Board membership in addition to their regular employee compensation. The NRC will conduct a review of director compensation on a periodic basis to ensure directors of the Company are compensated effectively in a manner consistent with the strategy of the Company, and to further ensure that the Company will be able to attract, retain and reward those who contribute to the success of the Company. 6. AMENDMENT OF POLICY Any amendments to this policy will be recommended by the NRC to the Board of Directors for their approval. Page 4

5 Document Name KMP s appointment & remuneration policy Document Number DION/QMS/POL/HRP/44 KMP S APPOINTMENT & REMUNERATION POLICY Page 1

6 Document Name KMP s appointment & remuneration policy Document Number DION/QMS/POL/HRP/44 Contents 1. OBJECTIVE SCOPE DEFINITIONS KMP s APPOINTMENT PROCESS KMP s RENUMERATION DECISION PROCESS: AMENDMENT OF POLICY...4 Page 2

7 Document Name KMP s appointment & remuneration policy Document Number DION/QMS/POL/HRP/44 1. OBJECTIVE The objective of the KMP s appointment & remuneration policy is to regulate appointment and remuneration of KMP s as per the criteria formulated by the Nomination & Remuneration Committee of the Board under the requirement of Sections 178 and 203 of the Companies Act, 2013 ( Act ) read with applicable Rules and Regulations under the Act and Clause 49 of the Listing Agreement entered into by the Company with the BSE Limited. This policy ensures to have KMP s with the required skill sets and experience in areas that are relevant for the Company. 2. SCOPE All new appointments of the KMP s will be covered under this policy. The remuneration of all existing and new KMP s will be reviewed and determined as per this policy. 3. DEFINITIONS Nomination and Remuneration Committee (NRC) means Committee of Board of Directors of the Company constituted under provisions of Companies Act, 2013 and the Listing agreement. Board means Board of Directors of the Company HR means the Human Resource Department of the Company. Key Managerial Personnel means key managerial personnel as defined under the Companies Act, 2013 and includes (i) Managing Director, or Chief Executive Officer or manager and in their absence, a wholetime director; (ii) Company Secretary; and (iii) Chief Financial Officer Policy means KMP s Appointment and Remuneration Policy. Company means the Dion Global Solutions Limited. CEO means the Chief Executive Officer of the Company. 4. KMP s APPOINTMENT PROCESS For Dion, KMP s include Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Company Secretary (CS). The authority to identify right candidates for the appointment of CFO and CS is vested with the CEO. The CEO with the assistance of HR will identify candidates internally or externally and will propose to the NRC for its approval to proceed with the appointment. Page 3

8 Document Name KMP s appointment & remuneration policy Document Number DION/QMS/POL/HRP/44 In case of CEO s appointment, NRC will initiate the process of identifying the new Chief Executive Officer, which can be an internal or external candidate. After identification of the candidate, NRC will propose the candidature to the Board for its approval for appointment. 5. KMP s RENUMERATION DECISION PROCESS The remuneration for CFO and CS will be proposed by the CEO with the assistance of HR to the NRC in consistence with the strategy of the Company and in line with the comparable market & internal remuneration benchmarks. In case of CEO s remuneration, the NRC will propose the remuneration of selected candidate to the Board for its approval. CEO s remuneration will be determined keeping in view the industry benchmark & the relative performance of the Company to the industry performance. 6. AMENDMENT OF POLICY Any amendments to this policy will be recommended by the NRC to the Board of Directors for their approval. Page 4

9 Document Name Employees Remuneration Policy Document Number DION/QMS/POL/HRP/48 EMPLOYEES REMUNERATION POLICY Page 1

10 Document Name Employees Remuneration Policy Document Number DION/QMS/POL/HRP/48 Contents 1. OBJECTIVE SCOPE DEFINITIONS REMUNERATION DECISION PROCESS AMENDMENT OF POLICY...3 Page 2

11 Document Name Employees Remuneration Policy Document Number DION/QMS/POL/HRP/48 1. OBJECTIVE The objective of the Employees Remuneration policy is to attract, motivate and retain high performers of the Company in a competitive market. This policy is as per requirement of Sections 178 of the Companies Act, 2013 ( Act ) read with applicable Rules and Regulations under the Act and intended to ensure fairness in the remuneration process of existing and new Employees of the Company. 2. SCOPE This policy is applicable to all the employees of the Company. 3. DEFINITIONS Nomination and Remuneration Committee (NRC) means Committee of Board of Directors of the Company constituted under provisions of Companies Act, 2013 and the Listing agreement. Board means Board of Directors of the Company Employee means employee of the Company whether employed in India or outside India. Policy means Employees Remuneration Policy. Company means the Dion Global Solutions Limited. 4. REMUNERATION DECISION PROCESS The Company follows an extensive performance management system to review the performance of the employees and provide rewards on the basis of meritocracy. Remuneration to 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. The amount payout is decided on the basis of the individual performance, BU performance, overall Organizational performance along with the decision of CEO. Remuneration for the new employees will be decided by the HR, in consultation with the business head at the time of hiring, depending upon the relevant job experience, last compensation and the skill-set of the selected candidate. For existing employees, revision of remuneration, if any, will be done during the annual performance review exercise. Based upon the performance of the employees during the financial year, eligible employees will be rewarded with the annual increment. 5. AMENDMENT OF POLICY Any amendments to this policy will be recommended by the NRC, in consultation with the HR Head, to the Board of Directors for their approval. Page 3