Policy on Remuneration

Objective of the Policy

  1. 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.

  2. 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)/Chief Executive (CE)

  1. When determining the remuneration for the MD / ED / WTD/CE the Company will take into account the market sector that it operates, business performance and the practices in other comparable Companies including global companies when appropriate.

  2. The Company would pay remuneration by way of Salary, Perquisites and performance linked variable pay to its MD / ED / WTD/CE, within the overall ceiling limits approved by the Shareholders of the Company, subject to the provisions of the Companies Act, 2013 and is effective July every year. The Nomination & Remuneration Committee recommends the performance linked variable pay, payable to the MD / ED/ WTD/CE 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/CE 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.

  3. 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 no sitting fees for attending the meetings of the Board / Committees thereof, which includes Audit Committee / Nomination & Remuneration Committee / CSR 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.
 

Commission to Non-Executive Directors
 
The Company also reimburses the out-of-pocket expenses incurred by the Directors for attending the meetings as and when applicable and may also pay any amount as may be approved by the Nomination and Remuneration Committee and Board as commission to Non-Executive Director’s within the overall ceiling limits as specified in the Companies Act, 2013.

Key Managerial Personnel (KMP) & Senior Management Personnel (SMP)
 
KMP as defined in the Companies Act, includes the Chief Financial Officer/Head of Finance and the Company Secretary.  The Senior Management Personnel are all those Executives who directly report to the MD / ED / WTD/ CE i.e. one level below the Board of Directors.

 

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.

Effective Date

This policy shall be effective 8 February, 2018.