Gillette_India_Limited_AR_20

Annual Report 2019-20 38 Gillette India Limited ANNEXURE V 1. CHARTER This charter governs the formation and operation of the Nomination and Remuneration Committee (the ‘Committee’) of Gillette India Limited (the ‘Company'). 2. INTRODUCTION The Company believes in conducting its affairs in a non-discriminatory and transparent manner by adopting highest standards of professionalism and good corporate governance practices. The Company believes that a good corporate governance system is necessary to ensure its long term success. The Company ensures good governance through the implementation of effective policies and procedures, which is mandated and regularly reviewed by the Board and/or the Committees of the members of the Board. 3. FORMATION OF COMMITTEE The Nomination and Remuneration Committee of the Company was constituted on August 12, 2014 consisting of 3 Directors. The Committee and Nomination and Remuneration Policy (the ‘Policy’) is in compliance with all applicable provisions of the Companies Act, 2013, particularly Section 178 read together with the applicable rules thereto and Clause 49 of the Listing Agreement. 4. CONSTITUTION OF THE COMMITTEE 4.1 The Committee shall consist of a minimum 3 non-executive directors, majority of them being independent. 4.2 Term of the Committee shall be continued unless terminated by the Board of Directors. 4.3 Chairman of the Committee shall be an Independent Director. The Chairperson of the Company may be appointed as a member of the Committee but shall not be the Chairman of the Committee. 5. QUORUM & MEETINGS Minimum two (2) members shall constitute a quorum for a Committee meeting. In the event only two (2) members are present, the unanimous vote of the two (2) members shall constitute an act of the Committee. In case of an equality of votes, the Chairman shall have a second or casting vote. Where the Committee comprises of more than two (2) members, the act of a majority Nomination & Remuneration Policy and its Framework of the members present will constitute an act of the Committee. The Committee shall meet at least twice in a financial year, with additional meetings when circumstances require, as determined by the Committee Chairman. 6. MINUTES Minutes of each meeting will be prepared by or under the direction of the Company Secretary. The Company Secretary shall maintain a permanent record of the minutes of the meeting/s, and shall distribute minutes to members of the Committee as also directors who are not members of the Committee. 7. REPORTING AND DISCLOSURE The Company Secretary or any other person nominated by the Board shall apprise the Board at its next meeting or earlier, if required by the law, of all material matters and recommendations proposed by the Committee from time to time. Membership of the Committee, brief description of term of reference, programs under corporate social responsibility and attendance of the member of the Committee during the year shall be disclosed in the Annual Report. 8. SECRETARY The Company Secretary of the Company shall act as Secretary of the Committee. 9. FUNCTIONS OF THE COMMITTEE 9.1 Corporate Governance: To ensure that the Board is comprised of directors who contribute to the successful management of the Company and discharge their duties having regard to the law and the highest standards of corporate governance; 9.2 Board diversity: review the composition of the Board and devise a policy on Board diversity; 9.3 Appointment Criteria: To formulate criteria for determining qualifications, positive attributes and independence of a director and 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 the Board of their appointment and removal;