I. GUIDING PRINCIPLES
The Policy ensures that
> "GDL LEASING & FINANCE LIMITED" recognizes the importance of
attracting, retaining and motivating personnel of high caliber and talent for the purpose
of ensuring efficiency and high standard in the conduct of its affairs and achievements of
its goal besides securing the confidence of the shareholders in the sound management of
the company. For the purpose of attaining these ends the Company has constituted a
Nomination and Remuneration Committee which is entrusted with the task of devising a
transparent reasonable and fair policy of remuneration for its directors, key managerial
personnel and other employees.
The Companies Act, 2013 vide sub—section (3) of Section 178, and the rules framed
under Companies (Meeting of Board and its Powers) Rules, 2014 and relevant Regulations of
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 make it mandatory
for the Board of Directors of every listed company to constitute a Nomination and
Remuneration Committee.
Relationship of remuneration to performance is clear and meets appropriate performance
benchmarks and Remuneration to Directors, Key Managerial Personnel and 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.
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 and
independence of a Director.
> Formulate a criteria/recommendation for evaluation of performance of Independence
Directors and the Board of Directors and on the basis of the report of performance
evaluation, it shall be determined whether to extend or continue the term of appointment
of the Independent Director.
Identify persons who are qualified to become Directors and who may be appointed in
Senior Management in accordance with the criteria laid down in this policy. To carry out
evaluation of every Director’s performance.
VVV To recommend to the Board the appointment and removal of Directors and Senior
Management.
To recommend to the Board policy relating to remuneration for Directors, Key Managerial
Personnel and Senior Management.
Ensure that level and composition of remuneration is reasonable and sufficient,
relationship of remuneration to performance is clear and meets appropriate performance
benchmarks.
> 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 be
required.
IV. APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT
Appointment criteria and qualifications:
> The Committee shall identify and ascertain the integrity, qualification, expertise
and experience of the person for appointment as Director, KMP or at Senior Management
level and recommend to the Board his/ her appointment.
> A person should possess adequate qualification, expertise and experience for the
position he /she is considered for appointment. The Committee has discretion to decide
whether 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 Managing
Director/Whole—time 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 age
of seventy years with the approval of shareholders by passing a special resolution based
on the explanatory statement annexed to the notice for such motion indicating the
justification for extension of appointment beyond seventy years.
Term / Tenure:
Managing Director/Whole—time Director/Manager (Managerial Person):
> The Company shall appoint or re—appoint any person as its Managerial Person
for a term not exceeding five years at a time. No re—appointment shall be made
earlier than one year before the expiry of term.
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.
> 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 5 years or more in the Company as on 1
October, 2014 or such other date as may be determined by the Committee as per regulatory
requirement, 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 that
number of Boards on which such Independent Director serves is restricted to seven listed
companies as an Independent Director and three listed companies as an Independent Director
in case such person is serving as a Whole—time Director of a listed company or such
other 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.
Removal:
Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules
made thereunder or under any other applicable Act, rules and regulations, the Committee
may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP
or Senior Management subject to the provisions and compliance of the said Act, rules and
regulations.
Retirement:
The Director, KMP and Senior Management 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 Director, KMP, Senior Management in the same position /
remuneration or otherwise even after attaining the retirement age, for the benefit of the
Company.
VIII. PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON, KMP AND SENIOR
MANAGEMENT
1. General:
> The remuneration / compensation / commission etc. to Managerial Person, KMP and
Senior Management Personnel will be determined by the Committee and recommended to the
Board for approval. The remuneration / compensation / commission etc. shall be subject to
the prior/post approval of the shareholders of the Company and Central Government,
wherever required.
> The remuneration and commission to be paid to Managerial Person shall be as per
the statutory provisions of the Companies Act, 2013, and the rules made thereunder for the
time being in force.
> Increments to the existing remuneration / compensation structure may be
recommended by the Committee to the Board which should be within the slabs approved by the
Shareholders in the case of Managerial Person. Increments will be effective from the date
of reappointment in respect of Managerial Person and lst April in respect of other
employees 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 monthly
remuneration as may be approved by the Board on the recommendation of the Committee in
accordance with the statutory provisions of the Companies Act, 2013, and the rules made
thereunder for the time being in force and also depend on the financial position of
Company.
> Minimum Remuneration:
If, in any financial year, the Company has no profits or its profits are inadequate,
the Company shall pay remuneration to its Managerial Person in accordance with the
provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with
such 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 of
remuneration any such sums in excess of the limits prescribed under the Companies Act,
2013 or without the prior sanction of the Central Government, where required, he / she
shall refund such sums to the Company and until such sum is refunded, hold it in trust for
the Company. The Company shall not waive recovery of such sum refundable to it unless
permitted by the Central Government.
3. Remuneration to Non-Executive/Independent Director:
> Remuneration / Commission:
The remuneration / commission shall be in accordance with the statutory provisions of
the Companies Act, 2013, and the rules made thereunder for the time being in force.
Sitting Fees:
The Non— Executive / Independent Director may receive remuneration by way of fees
for attending meetings of Board or Committee thereof. Provided that the amount of such
fees shall not exceed the maximum amount as provided in the Companies Act, 2013, per
meeting of the Board or Committee or such amount as may be prescribed by the Central
Government from time to time.
Limit of Remuneration /Commission:
Remuneration /Commission may be paid within the monetary limit approved by
shareholders, subject to the limit not exceeding 1% of the net profits of the Company
computed as per the applicable provisions of the Companies Act, 2013.
Stock Options:
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 mechanism
and 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 and
when required and also by the Compliance Officer where there is any statutory changes
necessitating the change in the policy.