Page 92 - BCML AR 2019-20

STATUTORY SECTION

AnnExuRE IV
poLicY oN seLectioN & RemUNeRatioN of diRectoRs,
KeY maNageRiaL peRsoNNeL aNd otheR empLoYees aNd
oN BoaRd diVeRsitY

1. Preamble 2. Objectives
Sub-section (3) of Section 178 of the Companies Act, 2013 states This Policy is formulated with the following objectives:
that the Nomination and Remuneration Committee shall formulate (i) To set the criteria for determining qualifications, positive
the criteria for determining qualifications, positive attributes and attributes and independence of a director.
independence of a director and recommend to the Board a policy,
relating to the remuneration for the directors, key managerial (ii) To have a diverse Board, with people from diverse areas of
personnel and other employees. expertise and experience.

Part – D of Schedule II to the SEBI (Listing Obligations and Disclosure (iii) To ensure that the level and composition of remuneration
Requirements) Regulations, 2015 also mandates the Nomination is reasonable and sufficient to attract, retain and motivate
and Remuneration Committee to formulate the criteria for directors and employees of the quality required to run the
determining qualifications, positive attributes and independence Company successfully.
of a director and recommend to the Board a policy, relating to the (iv) To ensure that the relationship of remuneration to performance
remuneration for the directors, key managerial personnel and other is clear and meets appropriate performance benchmarks.
employees. It further requires the Nomination and Remuneration
Committee to devise a policy on diversity of the Board of Directors (v) To ensure that the remuneration involves a balance between
of the listed entity. fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the
This Policy on Selection & Remuneration of Directors, Key Managerial Company and its goals.
Personnel and other employees and on Board Diversity (“Policy”) is
designed to (i) attract, motivate and retain talented employees in (vi) To attract, recruit, motivate and retain desired talent.
the competitive market, (ii) motivate employees to excel in their However, exceptional occasions may arise where it is appropriate to
performance, recognise their contribution, (iii) retain talent in the act differently than set out in this Policy due to some extra-ordinary
organisation, reward merit and protect organisational stability & talent of any candidate and due to outstanding performance.
flexibility and (iv) lay down the criteria for selection of directors in
the Board and persons in the senior management to assist the Board 3. Definitions and Interpretations
of Directors in performing its duties. This Policy will also ensure “Act” shall mean the Companies Act, 2013 (as amended) along with
constitution of the Board with optimum combination of Executive the rules made thereunder.
and Non-Executive Directors including Independent Directors who
possess diverse experience and expertise in strategic management, “Committee” means “Nomination & Remuneration Committee”
governance and provide long term vision and direction to the constituted by the Board of Directors of the Company.
Company. “Key Managerial Personnel” or “KMP” means personnel as defined

However, the Board should act according to its obligations under under the Companies Act, 2013.
the specific facts and circumstances it faces.
“Listing Regulations” shall mean the SEBI (Listing Obligations and
The Board of Directors (“the Board”) of Balrampur Chini Mills Limited Disclosure Requirements) Regulations, 2015.
(“the Company”) at their meeting held on August 11, 2016 have ‘‘Senior Management’’, ‘‘Senior Management Personnel’’ or “Senior
adapted this Policy and it shall be effective from September 1, 2016. Executives” means employees of Company who are members of
This Policy supersedes the existing Remuneration Policy and Criteria its core management team excluding directors comprising all
for selection of Directors and persons in Senior Management. members of management one level below the executive directors,
This Policy applies to the Company’s Directors, Key Managerial including the functional heads. Unless expressly excluded, Senior
Personnel and other employees. Management includes KMP.

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