PRIVI SPECIALITY CHEMICALS LIMITED Annual Report 2020-21

55 Annual Report 2020-21 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS The term of references of Nomination and Remuneration Committee includes: a. recommend to the Board Appointment & Re-appointment of Directors. b. identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down in the Nomination & Remuneration Policy. c. recommend to the Board their appointment and removal. d. recommend to the Board the appointment of Key Managerial Personnel (“KMP” as defined under the Act) e. recommend to the Board a policy, relating to the remuneration for the directors including Whole Time Directors, key managerial personnel and other employees. f. recommend to the board, all remuneration, in whatever form, payable to senior management. g. specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. h. formulation of criteria for evaluation of performance of independent directors and the board of Directors i. formulate the criteria for determining qualifications, positive attributes and independence of a Director. j. devising a policy on diversity of board of Directors. k. oversee familiarisation programmes of Directors. l. to determine whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors. Board and Director Evaluation: As required under the provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its committees. The performance evaluation criteria for Independent Directors includes participation and contribution by a director in Board / Committee Meetings, commitment, expertise, integrity, maintenance of confidentiality and independent behavior. Remuneration Policy: The remuneration policy is recommended by the Nomination & Remuneration Committee and approved by the Board. The key objective of the remuneration policy is to ensure that it is aligned to the overall performance of the Company. The policy ensures that it is fair and reasonable and is linked to financial performance. For Director in Executive category, it mainly comprises of fixed component. The remuneration policy is placed on the website of the Company http://www.privi.com/investor-relations/corporate-governance/company-policies. The remuneration paid to the Directors is in line with the remuneration policy of the Company. Remuneration to Non-Executive Directors The remuneration for non-executive (Independent) Directors consists of sitting fees for attending meeting of the Board and its Committees. No other payment is made to the non-executive Directors except as recommended by the Nomination and Remuneration Committee and the Board and approved by the Members of the Company. Details of the remuneration paid to and shareholding of Non-Executive Directors is provided in MGT-9 which forms part of Directors’ Report. Remuneration to Executive Directors Mr. Nahoosh Jariwala resigned from the post of the Managing Director of the Company and he ceased to be the Director in the Company w.e.f. closing hours of August 12, 2020. Mr. Mahesh P. Babani, Managing Director of the Company was redesignated as the Chairman and Managing Director of the Company w.e.f. opening hours of August 13, 2020. His term of appointment is for the period upto March 31, 2022.