New Opportunity Consultancy Private Limited: Note on Board Evaluation
Dr. Ambadas Mukundrao Pedgaonkar
Chairperson of the Nomination & Remuneration Committee and Ms. Mona Thakkar Company Secretary
Approved by Board of Directors in their meeting held on 9th May, 2017
Effective Date: 9th May, 2017
Directors Appointment, Remuneration & Evaluation Policy
1. Purpose of this Policy:
New Opportunity Consultancy Private Limited (“NOCPL” or the “Company”) has adopted this Policy on appointment, remuneration and evaluation of the Directors, Key Managerial Personnel and Senior Management (the “Policy”) as required by the provisions of Section 178 of the Companies Act, 2013 (the “Act”).
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To evaluate the performance of the members of the Board.
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To ensure remuneration to Directors, KMP 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.
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To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
2. Definitions
Independent Director means a director referred to in Section 149(6) of the Act, as amended from time to time.
Key Managerial Personnel (the “KMP”) shall mean “Key Managerial Personnel” as defined in Section 2(51) of the Act.
Nomination and Remuneration Committee, by whatever name called, shall mean a Committee of Board of Directors of the Company, constituted on 7th December, 2016 in accordance with the provisions of Section 178 of the Act and re-constituted on 20th January, 2017.
Remuneration means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961.
Senior Management means personnel of the Company who are members of its core management team excluding Board of Directors.
Words and expressions used and not defined in this Policy, but defined in the Act or any rules framed under the Act or the Accounting Standards shall have the meanings assigned to them in these regulations.
3. Composition of the Nomination & Remuneration Committee:
The composition of the Committee to be in compliance with the Act, Rules made thereunder, as amended from time to time.
4. Role of the Committee:
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To identify individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for Directorships.
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To make recommendation to the Board regarding the appointment and re-appointment of Directors and succession planning for Directors in particular for Chairman & Chief Executive.
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To recommend the remuneration payable to Non-Executive Directors of the Company from time to time.
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Annual appraisal of the performance of the CEO and fixing his terms of remuneration.
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Annual appraisal of the Senior Management Team reporting to the CEO.
Appointment criteria and qualification: The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director and recommend to the Board his / her appointment.
For the appointment of KMP (other than Executive Director) or Senior Management, a person should possess adequate qualification, expertise and experience for the position he / she is considered for the appointment.
Further, for administrative convenience, the appointment of KMP (other than Executive Director) or Senior Management, the Executive Director is authorized to identify and appoint a suitable person for such position. However, if the need be, the Executive Director may consult the Committee / Board for further directions / guidance.
Term: The Term of the Directors including Executive Director / Independent Director shall be governed as per the provisions of the Act and Rules made thereunder, as amended from time to time. Whereas the term of the KMP (other than the Executive Director) and Senior Management shall be governed by the prevailing HR policies of the Company.
Evaluation: The Committee shall carry out evaluation of performance of every Director. The Committee shall identify evaluation criteria which will evaluate Directors based on knowledge to perform the role, time and level of participation, performance of duties, level of oversight, professional conduct and independence. The appointment / re-appointment / continuation of Directors on the Board shall be subject to the outcome of the yearly evaluation process. Framework for performance evaluation of Directors, Board and committees is as per Annexure A to this Policy.
Removal: Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, Rules and Regulations thereunder and / or for any disciplinary reasons and subject to such applicable Acts, Rules and Regulations and the Company’s prevailing HR policies, the Committee may recommend, to the Board, with reasons recorded in writing, removal of a Director, KMP or Senior Management.
Policy Review: Subject to the approval of the Board, the Nomination & Remuneration Committee reserves the right to review and amend this policy, if required, to ascertain its appropriateness as per the needs of the Company. The company may be amended by passing a resolution at a meeting of the Nomination and Remuneration Committee.
6. Remuneration of Executive Director, KMP and Senior Management:
The remuneration / compensation / commission, etc., as the case may be, to the Executive Director will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission, etc., as the case may be, shall be subject to the approval of the shareholders of the Company and Central Government, wherever required and shall be in accordance with the provisions of the Act and Rules made thereunder. Further, the Executive Director of the Company is authorized to decide the remuneration of KMP and Senior Management, and which shall be decided by the Executive Director based on the standard market practice and prevailing HR policies of the Company.
7. Remuneration to Non-executive / Independent Director:
The remuneration / commission / sitting fees, as the case may be, to the Non-Executive/ Independent Director, shall be in accordance with the provisions of the Act and the Rules made thereunder for the time being in force or as may be decided by the Committee / Board / shareholders.
CRITERIA FOR EVALUATION
Criteria for evaluation of the Board and non-independent directors:
- Composition of the Board and availability of multi-disciplinary skills
- Commitment to good Corporate Governance Practices
- Adherence to Regulatory Compliance
- Track record of financial Performance
- Grievance redressal mechanism
- Existence of integrated Risk Management System
- Use of Modern technology
- Commitment to CSR
- Stakeholder focus
- Knowledge sharing
- Drive and commitment
- Financial & Risk Awareness
Criteria for evaluation of Chairman & Executive Director:
- Leadership qualities
- Standard of Integrity
- Understanding of Macroeconomic trends and Micro Industry trends.
- Public Relations
- Future Vision and Innovation
Criteria for evaluation of Independent Directors:
- Qualifications & Experience
- Standard of Integrity
- Attendance in Board Meetings/AGM
- Understanding of Company’s business
- Value addition in Board Meetings
Criteria for evaluation of the Committees:
- Qualification & Experience of members
- Depth of review of financial performance
- Oversight of Audit & Inspection
- Review of regulatory compliance
- Fraud monitoring
- Defined set of terms of reference
- Consideration of the recommendations of the committees by the Board
- Familiarity of the members with the policies, procedures and guidelines of the Committees
- Receipt of agenda & supporting materials by the members
- Attendance at committee meetings