POLICY ON REMUNERATION
OBJECTIVES OF THE POLICY
I. The Company's Remuneration Policy is aimed to attract and retain the best talents by ensuring a fair, transparent and equitable remuneration to employees and Directors, based inter alia on individual job requirements, responsibilities, commensurate qualifications of individuals, experience, the performance of the Company and the performance / contribution of the individual employee. The policy enables a framework that allows for fair rewards for the achievement of key deliverables, in line with industry and Group practice.
II. The Company follows a compensation mix of fixed and performance linked variable pay. Individual performance pay is measured through a structured and transparent appraisal process.
Managing Director (MD) / Executive Director (ED) / Whole-time Director (WTD)
III. When determining the remuneration for the MD / ED / WTD the Company will take into account the market sector that it operates, business performance and the practices in other comparable Companiesincluding global companies when appropriate.
IV. The Company pays remuneration by way of Salary, Perquisitesand performance linked variable pay to its MD / ED / WTD, within the overall ceiling limits approved by the Shareholders of the Company, subject to the provisions of the Companies Act, 2013 and is effective 1stof January every year. The Nomination & Remuneration Committee recommends the performance linked variable pay, payable to the MD / ED/ WTD based on the profits for the financial year and as per the policy of the Group,based on the performance of the Company as well as that of the MD / ED / WTD and as prescribed under the Companies Act and within overall limits approved by the shareholders. The Board of Directors approves the variable pay payable for the year based on the recommendations of the Nomination & Remuneration Committee.
V. The Company also extends other perquisites as is applicable to the Senior Management Personnel of the Company and as per the Policy of the Company as may be approved by the Nomination & Remuneration Committee / Board of Directors from time to time.
Non-Executive & Independent Directors
The Company currently pays sitting fees for attending the meetings of the Board / Committees thereof, which includes Audit Committee / Nomination & Remuneration Committee / CSR Committee and Stakeholder's Relationship Committee. Any change in this fee would have to be approved by the Board of Directors within the limits and provisions of the Companies Act, 2013.
The Members had at the Annual General Meeting of the Company held on 27 April, 2011 approved the payment of Commission to Non-Executive Directors within the overall ceiling of 1% of the net profits of the Company as computed under the applicable provisions of the Companies Act. The actual commission payable is decided for the year by the Board of Directors,based on and guided by varying commitments of time, contribution and participation in various Committees.
The Company also reimburses the out-of-pocket expenses incurred by the Directors for attending the meetingsas and when applicable.
Key Managerial Personnel (KMP) & Senior Management Personnel (SMP)
- The Compensation package to the KMPs and the SMPs will comprise:
- Salary and applicable allowances. The annual salary revision for members of the KMPs and SMPs will be subject to approval by the Nomination and Remuneration Committee.
- A performance linked variable pay, based on the performance of the Company and the concerned individual, within the Colfax Group's overall Policy on variable pay.
- Applicable Perquisites based on HR policies.
- Pension and other retiral benefits in accordance with the relevant statutes.
- Any other perquisite in accordance with the Policy of the Company and as approved by the Nomination & Remuneration Committee / Board of Directors, from time to time.
This policy shall be effective 1st April, 2014.
Daniel A Pryor Chairman