NRC Policy

The purpose of the Nomination and Remuneration Committee (“the Committee”) of the Board of Directors (“the Board”) of OCL IRON AND STEEL LIMITED (“the Company”) is to assist the Board in:

• to formulate the criteria for determining the qualifications, positive attributes and independence of a person for the appointment/ re-appointment as Director and Senior Management personnel;
• to identify the 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 their appointment and removal;
• to recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees;
• to specify the manner for effective evaluation of performance of Board, its committees and individual Director;
• any other responsibility as may be assigned by the board from time to time.

The Committee shall be appointed by and will serve at the discretion of the Board. The Committee shall consist of a minimum three or more non-executive Directors out of which half shall be Independent Directors. The Chairperson of the Company (whether executive or non-executive) shall not chair the Committee.

The Board shall have the power to make any change(s) in the constitution of the Committee.

The quorum shall be either two members or one-third of the members of the Committee, whichever is greater;

A duly convened meeting of the Committee of the Company at which the requisite quorum is present, shall be competent to exercise all or any of the authorities, power and discretion vested in the Committee.

The Committee shall convene its meetings at least once in a year with additional meetings at the discretion of the Members, either in person or through Video Conferencing mode as it deems necessary, appropriate and advisable.

The meetings shall follow the procedures concerning meeting of the Board of Directors to the extent applicable.

The Committee, in case of urgent business may pass the resolution by circulation.

Draft resolutions shall be circulated to the members of the Committee by the Company Secretary or any other person authorised by him/her, together with the necessary papers, individually to all the Members including Interested Director through any valid mode.

Resolutions passed by circulation shall be noted at the next meeting of the Committee as well as Board.

Draft minutes of the Committee Meeting shall be duly circulated within 15 days from the conclusion of the meeting to the members of the Committee for their comments.

The Members, whether present or not shall communicate their comments, If any, in writing within 7 days from the date of circulation of draft minutes.

Minutes shall be entered in the Minutes Book within thirty (30) days from the date of conclusion of the meeting.

Minutes of the meeting shall be signed and dated by the Chairperson of the Meeting or by the Chairperson of the next meeting.

The Minutes Books shall be in the custody of the Company Secretary, where there is no Company Secretary, Minutes Books shall be in the custody of any Director duly authorised for that purpose.

The Committee has the authority to undertake the specific duties and responsibilities listed below and will have the authority to undertake such other specific duties as the Board of Directors from time to time prescribe and as may be required to be undertaken in terms of any statutory or regulatory requirements.

Nomination

Periodically review the composition of each Committee and present recommendations for Committee memberships to the Board as appropriate, including selection of Chairman and Members for each of the Committees of the Board.

Formulating the desired/preferred board skills, knowledge and experience, attributes, and qualifications for selecting new directors and to review these skill sets with the Board periodically.

Conducting searches for prospective board members whose skills and attributes reflect the requirements as above basis their time commitments.

Evaluating the selection process of the prospective board members and making recommendation of the proposed nominees for election to the Board of Directors including filling up of vacancies on the Board.

Evaluating and making recommendations to the Board regarding director retirements and directors’ offer to resign due to changes in circumstances, in accordance with the Company’s bylaws and Corporate Governance Guidelines of the Company.

Evaluating and recommending termination of membership of individual directors in accordance with the corporate governance guidelines, for cause or for other appropriate reasons.

Evaluation

Coordinate, oversee and specify the criteria/manner for effective annual evaluation of the performance of the Board, its committees and of individual directors, either by itself or by an independent external agency and review its implementation and compliance.

Develop and oversee the execution of a formal Board member capacity building program, including such elements as orientation of new members, and continuing education and training, and a mentoring program with senior Board members.

Annually present to the Board a list of individuals recommended for nomination for election to the Board at the annual general meeting of shareholders.

Recommend whether to extend or continue the term of appointment of the independent director, based on the report of performance evaluation of independent directors.

Disclose the criteria for performance evaluation, as laid down by the Committee.

Compensation

Whole-time Directors including Chairman, CEO, KMP and Senior Management

• Review and approve corporate goals and objectives
• Evaluate the performance of Chairman of the Company in the light of established goals and objectives, determine and approve annual compensation.
• Evaluate the Whole-time Directors including CEO’s performance in the light of these established goals and objectives, determine and approve the compensation level including grant of stock options based on this evaluation.
• Evaluate the performance of Key Managerial Personnel and Senior Management Personnel and shall approve annual compensation including grant of stock options for such members, in consultation with the Chairman of the Company
• Recommend to the Board a policy relating to the remuneration of the directors,
• Ensure while formulating the remuneration policy that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully.
• Discharge the responsibilities relating to compensation payable to the Whole-time Directors/Chairman/CEO, Key Managerial Personnel and Senior Management Personnel, including payment of (i) annual base salary (ii) annual bonus, including any specific goals and amounts linked to performance (iii) equity compensation and (iv) employment agreements, severance agreements and change in control agreements, (v) any other benefits, compensation or arrangements and recommend to the Board.
• Provide oversight of management’s decisions regarding performance and compensation of other employees.

The Chairperson of the Committee or, in his absence, any other member of the Committee authorised by him in this behalf shall attend General Meetings of the Company.

The adequacy of this policy shall be reviewed and re-assessed by the Committee, at reasonable intervals and appropriate recommendations shall be made to the Board of Directors to update the same based on the changes that may be brought about to the regulatory frame work, from time to time.