such appointment in the Board’s report.
ii) 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.
iii) 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.
3. KMP / Senior Management Employees
Term of appointment is governed by the letter of
appointment issued to the respective KMP/ Employee.
Performance Evaluation:
The Committee shall carry out evaluation of performance of
every Director, KMP and Senior Management Personnel at
regular interval.
The criteria for performance evaluation are as follows:
1. Role & Accountability
- Application of knowledge for rendering advice to
management for resolution of business issues.
- Active engagement with the management
and attentiveness to progress of decisions
taken.
2. Objectivity
- Appraisal of issues.
- Own recommendations given professionally
without tending to majority or popular views.
3. Leadership & Initiative
- Heading department / section/ Board Committees.
- Driving any function or identified initiative based
on domain knowledge and experience.
4. Personal Attributes
- Commitment to role & fiduciary responsibilities.
- Active participation.
- Proactive, strategic and lateral thinking.
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 or in accordance with the
contract of service / letter of appointment, the Committee may
recommend, to the Board with reasons recorded in writing,
removal of a Director, KMP or Senior Management Personnel.
Retirement:
The Director, 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 Director, KMP, Senior
Management Personnel in the same position / remuneration
or otherwise even after attaining the retirement age, for the
benefit of the Company.
8. POLICY RELATING TO THE REMUNERATION
FOR THE WHOLE-TIME DIRECTOR KMP AND
SENIOR MANAGEMENT PERSONNEL
General:
(i) The remuneration / compensation / commission etc. to
the Whole-time Director, 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 /
Central Government, wherever required.
(ii) The remuneration and commission to be paid to the Whole-
time Director shall be in accordance with the percentage /
slabs / conditions as per the provisions of the Companies
Act, 2013, and the rules made there under.
(iii) 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 Whole-time Director only.
Increments will be effective from 1st April.
(iv) Where any insurance is taken by the Company on behalf
of its Whole-time Director, Chief Executive Officer, Chief
Financial Officer, the Company Secretary and any other
employees for indemnifying them against any liability, the
premium paid on such insurance shall not be treated as
part of the remuneration payable to any such personnel.
Provided that if such person is proved to be guilty, the
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KAJARIA CERAMICS LIMITED
