'Directors' means members of Board of Directors of the Company. 'Independent Director' means a Director referred to in Section 149(6) of the Act.

Size: px
Start display at page:

Download "'Directors' means members of Board of Directors of the Company. 'Independent Director' means a Director referred to in Section 149(6) of the Act."

Transcription

1 VODAFONE INDIA LIMITED NOMINATION AND REMUNERATION POLICY Policy Owner Sunil Sood, Managing Director & CEO Policy Champion Ashok Ramchandran, Director Human Resources Kumar Das General Counsel 1. Purpose This policy augments the guiding principles on directors, Key Managerial Personnel (KMPs) and other employees appointment and remuneration including criteria for determining qualifications, positive attributes and independence of directors. This policy on nomination and remuneration of Directors, Key Managerial Personnel (KMPs) and other employees has been formulated in terms of the provisions of the Companies Act, 2013 to achieve fair, reasonable and modern practices in line with the generally accepted industry practice. 2. Definition Act means Companies Act 2013 and Rules, Regulations framed thereunder including circulars, clarifications issued from time to time. 'Board' means Board of Directors of the Company. 'Directors' means members of Board of Directors of the Company. 'Committee' means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board, in accordance with the Act. 'Company' means Vodafone India Limited. 'Independent Director' means a Director referred to in Section 149(6) of the Act. 'Key Managerial Personnel (KMP)' meansi) Managing Director or Chief Executive Officer or manager and in their absence, a Whole-time Director; ii) Company Secretary; and iii) Chief Financial Officer Senior Management means personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the Executive Directors, including Executive Committee Members. Page 1 of 5

2 Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 and Listing Agreement as may be amended from time to time shall have the meaning respectively assigned to them therein. 3. Policy Scope This Policy is divided into three parts: Part A Appointment and nomination of Directors, KMPs or Senior Management level Part B Remuneration of Directors Part C Applicability of Policy to other employees including KMPs PART A - APPOINTMENT AND NOMINATION OF DIRECTORS, KMPs OR SENIOR MANAGEMENT LEVEL Appointment criteria and qualifications: 1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or senior management level and recommend to the Board his / her appointment. 2. A person to be appointed as Director, KMP or Senior Management level should possess adequate qualification, expertise and experience for the position hei she is considered for appointment. 3. A person, to be appointed as Director, should possess impeccable reputation for integrity, deep expertise and insights in sectors I areas relevant to the Company, ability to contribute to the Company's growth, complementary skills in relation to the other Board members. 4. The Company shall not appoint or continue the employment of any person as Managing Director I Executive Director who has attained the age of 58 years and shall not appoint Independent Director who has attained the age of 75 years, unless specifically approved by the Committee. 5. A whole-time KMP of the Company shall not hold office in more than one company except in its subsidiary company at the same time. However, a whole-time KMP can be appointed as a Director in any company, with the permission of the Board of Directors of the Company. Term or Tenure: 1. Managing Director I Whole-time Director The Company shall appoint or re-appoint any person as its Managing Director and CEO or Whole-time Director for a term not exceeding five (5) years at a time. No re-appointment shall be made earlier than one year before the expiry of term. 2. Independent Director An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report. Page 2 of 5

3 No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. However, if a person who has already served as an Independent Director for five years or more in the Company as on April 1, 2014 or such other date as may be determined by the Committee as per regulatory requirement, he I she shall be eligible for appointment for one more term of five years only. Removal Due to reasons for any disqualification mentioned in the Act or under any other applicable law, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director or KMP subject to the provisions and compliance of the said Act, rules and regulations. Retirement The Whole-time Directors, KMP and Senior Management personnel shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Whole-time Directors, KMP and Senior Management personnel in the same position I remuneration or otherwise, even after attaining the retirement age, for the benefit of the Company. PART B - REMUNERATION OF DIRECTORS This policy outlines Director s entitlement to receive Remuneration, Commission, fees or any other benefit. The remuneration to other employees including Key Managerial Personnel of the Company will be covered in PART C. Sitting Fees Independent as well as Non-Executive Directors of the Company who are not nominated by promoters will be paid a sitting fees of Rs. 1,00,000/- or such amount as may be prescribed by the Central Government from time to time for attending Board or Committee Meetings as may be deemed fit by the Board from time to time. Commission The Director of the Company may be eligible for receiving profit related commission as per the provisions of Companies Act, Remuneration The Directors of the Company may be paid remuneration in accordance with the provisions of Companies Act, 2013 and other regulatory approvals wherever required. The Remuneration to be paid will be arrived at after benchmarking with the industry practice and market trend. Insurance Premium In case the Company takes an Insurance on behalf of its Managing Director, Whole-Time Director, Director, Manager, Chief Executive Officer, Chief Financial Officer or Company Secretary for Page 3 of 5

4 indemnifying any of them against any liability in respect of any negligence, default, misfeasance, breach of duty or breach of trust for which they may be guilty in relation to the Company, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Overriding Effect This policy and accompanying procedures supersede any other document that describes provisions related to payment of remuneration to the Directors. Recovery of Excess Remuneration The Company reserves the right to recover excess remuneration paid to any Director during the year or during any previous year. The Company may also waive off the recovery of excess remuneration paid to any Director if deemed fit as per the law. Disclosure of Remuneration The Company will endeavor not to disclose any information related to remuneration/ commission/ fees paid to any Director unless such information need to be provided in compliance with any Act, Rules, Regulation or court order or under any Statutory requirement. Reimbursement of Expenses The Directors will be entitled to receive travel, accommodation & other incidental expenses, handsets and telephone expenses as per the Directors Expense Policy. PART C - APPLICABILITY OF POLICY TO OTHER EMPLOYEES INCLUDING KMPs (ANNUAL REWARDS REVIEW) The Vodafone India policy on remuneration for its all employees including KMPs is aligned to the global standards of Vodafone Plc. which is in compliance with applicable law. All Employees are eligible for four distinct elements: Fixed Pay (which is inclusive of Base Pay, monetized Benefits, band based allowances and retirals) Short Term Incentives; Long Term Incentives; and Benefits (which include Life Insurance, Personal accident insurance, Domiciliary and hospitalization insurance ) which are designed to meet the health and lifestyle needs of Employees Total reward is structured around pay in line with performance and providing the opportunity to reward strong corporate performance and individual talent performance and potential. Cost to Company (or CTC) is the anchor for measuring market competitiveness of an Individual s pay vis a Page 4 of 5

5 distinct comparator set of eminent organizations across relevant industries. CTC should be set at levels that recognize an individual s market value (i.e. level of skill and experience, demand for skill, as well as performance in role). The incentive plans form the main tools for driving behaviors of Employees to enable achievement of organizational growth targets on predefined metrics. Short Term Incentive is a global bonus plan designed to incentivize and drive exceptional performance in alignment with business, strategic and operational goals as well as with individual performance targets. The bonus opportunity may increase with band. Long term incentive is to reward exceptional performance, to recognize and retain high potential talent and to drive alignment with shareholder interests. The plans will be operated on a consistent basis throughout Vodafone. Page 5 of 5