Gillette_India_Limited_AR_20

Annual Report 2019-20 39 Company Overview Board's Report MD&A Corporate Governance Financial Statements Gillette India Limited 9.4 Appointment of Independent Directors: To formulate the criteria for evaluation of independent directors on the Board; 9.5 Remuneration Policy: To review and recommend to the Board the overall strategies in relation to executive and non – executive remuneration policies; 9.6 Performance evaluation: To carry out evaluation of every director’s performance. 10. REVIEW The Committee shall review and reassess the framework and the Policy, on an annual basis and obtain the approval of the Board of Directors, for any changes/ amendment in the framework/ policy. NOMINATION AND REMUNERATION POLICY 1. PREFACE The Nomination and Remuneration Policy (‘Policy’) for members of the Board of Directors, KeyManagerial Personnel and Senior Management of the Company is designed to attract, motivate and retain leadership members in a competitive and international market. The Policy reflects the Company's objectives for good corporate governance as well as sustained long-term value creation for shareholders. 2. POLICY IS APPLICABLE TO: Persons Covered Directors Senior Management Key Managerial Chief Executive Officer/Managing Director Employees Designated as Vice President and above Company Secretary Whole Time Director Chief Financial Officer 3.1 GUIDING PRINCIPLES – Key Management Personnel Compensation Our fundamental and overriding objective is to create value for our shareholders at leadership levels on a consistent long-term basis. To accomplish this goal, the global guidelines on executive compensation programs provide the following guiding principles: 1. Emphasize Pay for Performance Aligning incentives with business strategies to reward executives who achieve or exceed Company, business unit, and individual goals, while discouraging excessive risk-taking by removing any incentive to focus on a single performance goal to the detriment of others. 2. Pay Competitively Set target compensation opportunities to be competitive with other multinational corporations of similar size, value, and complexity. 3. Focus on Long-Term Success Include equity as a cornerstone of our executive pay programs and by using a combination of short-term and long-term incentives to ensure a strong connection between Company performance and actual compensation realized. 3.2 GUIDING PRINCIPLES – Compensation to Independent Directors 1. Ensure compliance with local laws Compensation to Independent Directors cannot exceed the threshold provided under local law as per the Companies Act. 2. Pay Competitively in line with peer companies Target compensation to be competitive with other corporations of similar size, value, and complexity. The company will undertake periodic exercise to benchmark the pay-out of key peer/ same sector companies. 4. REMUNERATION OF EXECUTIVE DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT (“EXECUTIVE EMPLOYEE”) The Human Resources department will determine remuneration criteria and recommend the same to the Board, using the above guiding principles.