27 Corporate Overview 01 - 23 Statutory Reports 24 - 109 Financial Statements 110 - 263 16.2.1.Appointment While recommending appointment of Directors, the Nomination and Remuneration Committee considers the following factors: i) Qualification: well-educated and experienced in senior leadership positions in industry | profession ii) Trait: positive attributes and qualities iii) Independence: criteria prescribed in Section 149(6) of the Act for the Independent Directors, including no pecuniary interest and conflict of interest 16.2.2. Remuneration of the Non-executive Directors i) Sitting fees: up to ` 35,000 for attending a Board, Committee and any other meeting ii) Commission: up to 1% of net profit as may be decided by the Board based on the following factors: a) Membership of committee(s) b) Profit c) Attendance d) Category (Independent or Non-executive) 16.2.3. Remuneration of the Executive Directors This is given under para number 17.2. 16.3. Criteria and method of annual evaluation 16.3.1.The criteria for evaluation of performance of i) the Executive Directors, ii) the Non-executive Director (other than Independent Directors), iii) the Independent Directors, iv) the Chairman, v) the Committees of the Board and vi) the Board as a whole are summarised in the table at the end of the Directors’ Report at page number 29. 16.3.2.The Independent Directors have carried out annual: i) review of performance of the Executive Directors ii) review of performance of the Non-executive Director (other than Independent Directors) iii) review of performance of the Chairman and assessment of quality, quantity and timeliness of the flow of information to the Board iv) review of performance of the Board as a whole 16.3.3. The Board has carried out annual evaluation of performance of: i) its committees, namely, Audit, Corporate Social Responsibility, Investment, Nomination and Remuneration, Risk Management and Stakeholders Relationship ii) the Independent Directors The templates for the above purpose were circulated in advance for feedback of the Directors. 16.4. Familiarisation programs for the Independent Directors The Company has familiarisation programs for its Independent Directors. It comprises, amongst others, presentations by and discussions with the Senior Management on the nature of the industries in which it operates, its vision and strategy, its organisation structure and relevant regulatory changes. A visit is organised to one or more of its manufacturing sites. Details of the familiarisation programs are also available at www.atul.co.in/about/directors/ 17. Key Managerial Personnel and other employees 17.1. Appointments and cessations of the Key Managerial Personnel There were no appointments | cessations of the Key Managerial Personnel during 2021-22. 17.2. Remuneration The Remuneration Policy of the Key Managerial Personnel and other employees consists of the following: 17.2.1.Components: i) Fixed pay a) Basic salary b) Allowances c) Perquisites d) Retirals ii) Variable pay 17.2.2.Factors for determining and changing fixed pay: i) Existing compensation ii) Education iii) Experience iv) Salary bands v) Performance vi) Market benchmark 17.2.3.Factors for determining and changing variable pay: i) Business performance ii) Individual performance iii) Grade 18. Analysis of remuneration The information required pursuant to Sections 134 (3)(q) and 197(12) of the Act read with Rule 5 of the Companies (Appointment andRemunerationofManagerial Personnel) Rules, 2014 in respect of employees of the Company, forms a part of this Report. However, as per the provisions of Sections 134 and 136 of the Act, the Report and the Accounts are being sent to the members and others entitled thereto excluding the information on particulars of employees, which are available for inspection by the members.
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