Nomination & Remuneration Committee Constitution Resolution

Every listed public company and certain other class of companies are required to establish a Nomination and Remuneration Committee of the Board of Directors.

Refer the detailed provisions of:

• Section 178 of the Companies Act, 2013.

• Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014.

• Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

• Regulation 19 and Part D of the Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Following is a template of board resolution for the constitution of a Nomination and Remuneration Committee of the Board. Modify it suitably as required.

FORMAT

#. To Constitute a Nomination and Remuneration Committee of the Board

The Board was informed that a Nomination and Remuneration Committee of the Board of Directors is required to be constituted as the company falls under the criteria of the class of companies as specified under section 178 of the Companies Act, 2013. The Board discussed and considered the same.

Upon motion duly passed and seconded, it was:

“RESOLVED THAT in pursuance of the provisions of section 178 of the Companies Act, 2013, a committee of the Board of Directors be and is hereby constituted to be called "Nomination and Remuneration Committee" with the following members:

1. (Name of the Director), (Designation)

2. (Name of the Director), (Designation)

3. (Name of the Director), (Designation)

FURTHER RESOLVED THAT any member of the Nomination and Remuneration Committee may be removed or replaced at any time by the Board and that any member of this Committee ceasing to be a director of the company shall cease to be a member of this Committee.

FURTHER RESOLVED THAT the members of the Nomination and Remuneration Committee shall elect a Chairperson amongst themselves.

FURTHER RESOLVED THAT the Nomination and Remuneration Committee be and is hereby vested with the following powers:

• to devise a policy on the diversity of the board of directors;

• to recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

• to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal;

• recommend to the board, all remuneration, in whatever form, payable to senior management;

• to formulate the criteria for determining qualifications, positive attributes and independence of a director;

• to formulate the criteria for evaluation of performance of independent directors and the board of directors;

• to recommend 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.

FURTHER RESOLVED THAT the Nomination and Remuneration Committee be and is hereby further authorised to do all such acts, deeds and things which may be necessary from time to time for giving effect to the foregoing resolution.”