Section 178 of The Companies Act, 2013
Nomination and remuneration committee.
19. (1)The board of directors shall constitute the nomination and remuneration committee as follows:
(a) the committee shall comprise of atleast three directors ;
(b) all directors of the committee shall be non-executive directors; and
(c)at least fifty percent of the directors shall be independent directors.
(2) The Chairperson of the nomination and remuneration committee shall be an independent director:
Provided that the chairperson of the listed entity,whether executive or non-executive, may be appointed as a member of the Nomination and Remuneration Committee and shall not chair such Committee.
(3) The Chairperson of the nomination and remuneration committee may be present at the annual general meeting, to answer the shareholders’ queries; however, it shall be up to the chairperson to decide who shall answer the queries.
(Cost Records and Audit) Amendment Rules,2014
LODR – SCHEDULE II Part D
PART D: ROLE OF COMMITTEES (OTHER THAN AUDIT COMMITTEE)
[See Regulation 19(4) and 20(4)]
A. ROLE OF NOMINATION AND REMUNERATION COMMITTEE :Role of committee shall, inter-alia, include the following:
1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;
2. formulation of criteria for evaluation of performance of independent directors and the board of directors;
3. devising a policy on diversity of board of directors;
4. identifying 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.
5. 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.
B. Stakeholders Relationship Committee
The Committee shall consider and resolve the grievances of the security holders of the listed entity including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends.