I. GUIDING PRINCIPLES
The Policy ensures that
> "GDL LEASING & FINANCE LIMITED" recognizes the importance ofattracting retaining and motivating personnel of high caliber and talent for the purposeof ensuring efficiency and high standard in the conduct of its affairs and achievements ofits goal besides securing the confidence of the shareholders in the sound management ofthe company. For the purpose of attaining these ends the Company has constituted aNomination and Remuneration Committee which is entrusted with the task of devising atransparent reasonable and fair policy of remuneration for its directors key managerialpersonnel and other employees.
The Companies Act 2013 vide subsection (3) of Section 178 and the rules framedunder Companies (Meeting of Board and its Powers) Rules 2014 and relevant Regulations ofSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 make it mandatoryfor the Board of Directors of every listed company to constitute a Nomination andRemuneration Committee.
Relationship of remuneration to performance is clear and meets appropriate performancebenchmarks and Remuneration to Directors Key Managerial Personnel and Senior Managementinvolves a balance between fixed and incentive pay reflecting short and long termperformance objectives appropriate to the working of the Company and its goals.
II. ROLE OF THE COMMITTEE
The role of the Committee inter alia will be the following:
> To formulate a criteria for determining qualifications positive attributes andindependence of a Director.
> Formulate a criteria/recommendation for evaluation of performance of IndependenceDirectors and the Board of Directors and on the basis of the report of performanceevaluation it shall be determined whether to extend or continue the term of appointmentof the Independent Director.
Identify persons who are qualified to become Directors and who may be appointed inSenior Management in accordance with the criteria laid down in this policy. To carry outevaluation of every Directors performance.
VVV To recommend to the Board the appointment and removal of Directors and SeniorManagement.
To recommend to the Board policy relating to remuneration for Directors Key ManagerialPersonnel and Senior Management.
Ensure that level and composition of remuneration is reasonable and sufficientrelationship of remuneration to performance is clear and meets appropriate performancebenchmarks.
> To devise a policy/recommendation on Board diversity.
> To encourage personnel to perform to their highest level.
III. FREQUENCY OF THE MEETINGS
The meeting of the Committee shall be held at such regular intervals as may berequired.
IV. APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT
Appointment criteria and qualifications:
> The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his/ her appointment.
> A person should possess adequate qualification expertise and experience for theposition he /she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person are sufficient/satisfactory for the concerned position.
> The Company shall not appoint or continue the employment of any person as ManagingDirector/Wholetime Director/Manager who has attained the age of seventy years.Provided that the term of the person holding this position may be extended beyond the ageof seventy years with the approval of shareholders by passing a special resolution basedon the explanatory statement annexed to the notice for such motion indicating thejustification for extension of appointment beyond seventy years.
Term / Tenure:
Managing Director/Wholetime Director/Manager (Managerial Person):
> The Company shall appoint or reappoint any person as its Managerial Personfor a term not exceeding five years at a time. No reappointment shall be madeearlier than one year before the expiry of term.
> An Independent DIRECTOR shall hold office for a term up to five consecutive yearson the Board of the Company and will be eligible for reappointment on passing of aspecial resolution by the Company and disclosure of such appointment in the Board'sreport.
> No Independent Director shall hold office for more than two consecutive terms butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly. However if a person who hasalready served as an Independent Director for 5 years or more in the Company as on 1October 2014 or such other date as may be determined by the Committee as per regulatoryrequirement he / she shall be eligible for appointment for one more term of 5 years only.
> At the time of appointment of Independent Director it should be ensured thatnumber of Boards on which such Independent Director serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Wholetime Director of a listed company or suchother number as may be prescribed under the Act. Evaluation:
> The Committee shall carry out evaluation of performance of every Director
> KMP and Senior Management on yearly basis or as when required.
Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade thereunder or under any other applicable Act rules and regulations the Committeemay recommend to the Board with reasons recorded in writing removal of a Director KMPor Senior Management subject to the provisions and compliance of the said Act rules andregulations.
The Director KMP and Senior Management shall retire as per the applicable provisionsof the Companies Act 2013 and the prevailing policy of the Company. The Board will havethe discretion to retain the Director KMP Senior Management in the same position /remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.
VIII. PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON KMP AND SENIORMANAGEMENT
> The remuneration / compensation / commission etc. to Managerial Person KMP andSenior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject tothe prior/post approval of the shareholders of the Company and Central Governmentwherever required.
> The remuneration and commission to be paid to Managerial Person shall be as perthe statutory provisions of the Companies Act 2013 and the rules made thereunder for thetime being in force.
> Increments to the existing remuneration / compensation structure may berecommended by the Committee to the Board which should be within the slabs approved by theShareholders in the case of Managerial Person. Increments will be effective from the dateof reappointment in respect of Managerial Person and lst April in respect of otheremployees of the Company.
2. Remuneration to Managerial Person KMP and Senior Management:
> Fixed pay:
Managerial Person KMP and Senior Management shall be eligible for a monthlyremuneration as may be approved by the Board on the recommendation of the Committee inaccordance with the statutory provisions of the Companies Act 2013 and the rules madethereunder for the time being in force and also depend on the financial position ofCompany.
> Minimum Remuneration:
If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Managerial Person in accordance with theprovisions of Schedule V of the Companies Act 2013 and if it is not able to comply withsuch provisions with the prior approval of the Central Government.
Provisions for excess remuneration:
If any Managerial Person draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013 or without the prior sanction of the Central Government where required he / sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.
3. Remuneration to Non-Executive/Independent Director:
> Remuneration / Commission:
The remuneration / commission shall be in accordance with the statutory provisions ofthe Companies Act 2013 and the rules made thereunder for the time being in force.
The Non Executive / Independent Director may receive remuneration by way of feesfor attending meetings of Board or Committee thereof. Provided that the amount of suchfees shall not exceed the maximum amount as provided in the Companies Act 2013 permeeting of the Board or Committee or such amount as may be prescribed by the CentralGovernment from time to time.
Limit of Remuneration /Commission:
Remuneration /Commission may be paid within the monetary limit approved byshareholders subject to the limit not exceeding 1% of the net profits of the Companycomputed as per the applicable provisions of the Companies Act 2013.
An Independent Director shall not be entitled to any stock option of the Company.
IX. REVIEW AND AMENDMENT
> The Committee or the Board may review the Policy as and when it deems necessary.
> The Committee may issue the guidelines procedures formats reporting mechanismand manual in supplement and better implementation to this Policy if it thinks necessary.
> This Policy may be amended or substituted by the Committee or by the Board as andwhen required and also by the Compliance Officer where there is any statutory changesnecessitating the change in the policy.