Brief Content for Minutes of Nomination and Remuneration Committee
Minutes of Nomination and Remuneration Committee typically include a summary of the discussions and decisions made at the meeting. The minutes of Nomination and Remuneration Committee should accurately reflect the proceedings of the meeting and provide a clear record of the committee’s activities. Some of the key items that might be included in the minutes of a Nomination and Remuneration Committee meeting are:
- Date, time, and location of the meeting.
- Names of committee members present and absent.
- Approval of the previous meeting’s minutes.
- Discussions related to executive appointments, such as the selection of candidates and the appointment of new directors.
- Discussions related to executive compensation, such as the review of current compensation policies and the development of new policies.
- Any recommendations or actions were taken by the committee, such as making recommendations to the board of directors on executive appointments or compensation policies.
- Any other relevant information for Minutes of Nomination and Remuneration Committee such as updates on the company’s performance or changes in regulatory requirements.
It’s important to note that the minutes of Nomination and Remuneration Committee meeting should be kept confidential and only shared with authorized individuals. The minutes of Nomination and Remuneration Committee should be reviewed and approved by the committee members before being distributed to the board of directors for review.
Draft Minutes of Nomination and Remuneration Committee Meeting
TAKE NOTE OF THE RESIGNATION OF THE WHOLE-TIME DIRECTOR INCLUDING DIRECTORSHIP OF THE COMPANY:
The Chairman of the Committee informed that Mr. Agrawal, (DIN: 00000000) has resigned from the post of Whole-Time Director including directorship of the Company vide letter his dated 22.03.2019 due to his personal and unavoidable reasons.
The Chairman of the Committee further informed that the Company wished to record its deep appreciation for the contributions of Mr. Agrawal, (DIN: 00000000) as Whole-Time Director throughout his directorship and also for the significant contributions he has made to the management of affairs of the Company and for the valuable advices he made to the Board from time to time.
Thereafter, the committee considered the same and passed the following resolution unanimously:
“RESOLVED THAT the resignation of Mr. Agrawal, (DIN: 00000000) from the post of Whole-Time Director including directorship of the Company be and is hereby accepted vide letter dated 22.03.2019 and taken on record/noted with effect from 22.03.2019, subject to the approval of the Board.”
“RESOLVED FURTHER THAT the committee places on record its appreciation for his performance and achievements during his tenure as Whole-Time Director of the Company.”
RECOMMENDATION FOR APPOINTMENT MR. CHANDRA GOYAL, (DIN: 00000000) AS NON-EXECUTIVE & NON-INDEPENDENT DIRECTOR OF THE COMPANY:
The Chairman of the Committee informed that Mr. Shubham , (DIN: 00000000) has resigned from the post of Whole-Time Director including directorship of the Company vide letter his dated 22.03.2019 due to his personal and unavoidable reasons.
The Chairman of the Committee further informed that the Company wishes to appoint Non-executive Director who better guide to Company time to time and the Company will be benefited from his vast practical experience. The Committee has recommended to Board the name of Mr. Prakash Goyal, (DIN: 0000000) as Non-executive & Non-Independent Director of the Company who will include the member of management of the Company.
Accordingly, The Committee considered and recommended the appointment of Mr. Prakash Goyal, B.tech (Mechanical), for appointment as an Additional Director and Non-executive & Non Independent Director of the Company subject to the approval of the Board. After some discussion on the matter, the Committee passed the following resolutions, unanimously: –
“RESOLVED THAT pursuant to the provisions of Section 152 and 161 of the Companies Act, 2013 read with rules made thereunder and other applicable provisions, sections, rules of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof for the time being in force), provisions of the Articles of Association of the Company, consent of the Nomination and Remuneration, be and is
hereby accorded to Board of Directors of the Company, to appoint Mr. Prakash Goyal (DIN 00000000) as an Additional Director (Non-executive & Non-Independent Director) on the Board of the Company w.e.f. April 01, 2019 to hold office till the conclusion of the next Annual General Meeting and subject to the approval of the members in the ensuing General Meeting, whose office is liable to retire by rotation.”
Interested director(s) was/were not present at the meeting during discussions and voting if any on the aforesaid resolutions, in which he/they are interested
Thereafter, the meeting concluded with a vote of thanks to the Chair.
Composition of Nomination and Remuneration Committee
The composition of a Nomination and Remuneration Committee can vary depending on the company’s size, structure, and specific requirements. However, the committee typically consists of non-executive and independent directors who have relevant experience and expertise in areas such as executive compensation, corporate governance, and talent management.
The committee should have a minimum of three members, and at least one member should have experience in human resources or remuneration matters. The chair of the committee is usually appointed by the board of directors and should have strong leadership skills and knowledge of governance practices.
It’s important to note that the composition of the Nomination and Remuneration Committee should be in line with regulatory requirements and best practices. The committee’s primary responsibility is to ensure that the company’s executive appointments and compensation policies are transparent, fair, and aligned with the company’s strategy and long-term objectives.
Minutes of Nomination and Remuneration Committee Meetings Frequency
The frequency of Nomination and Remuneration Committee meetings can vary depending on the company’s needs and requirements. In general, the committee should meet at least once a year to review the company’s executive appointments and compensation policies. However, the committee may need to meet more frequently if there are significant changes or events that require its attention.
For example, the committee may need to meet more frequently if there are changes in the company’s leadership team, such as the retirement or resignation of a key executive. The committee may also need to meet more frequently if there are changes in the regulatory environment or market conditions that affect the company’s compensation policies.
It’s important to note that the committee should operate within the framework of the company’s governance policies and follow regulatory requirements. The committee’s meetings should be well-planned and structured, with clear agendas and objectives. The minutes of Nomination and Remuneration Committee the meetings should accurately reflect the discussions and decisions made by the committee and be kept confidential.
The signing of Minutes of Nomination and Remuneration Committee meetings
The Companies Act, 2013 in India mandates the signing of minutes of Nomination and Remuneration Committee meetings by the chairperson of the committee. According to Section 118(10) of the Act, the minutes of the meetings should be entered in the books maintained for that purpose and should be signed and dated by the chairperson of the committee.
The Act also requires that the minutes of Nomination and Remuneration Committee be kept in a safe custody and made available for inspection by the concerned authorities or persons during business hours. The minutes should be kept for a minimum of eight years from the date of the meeting.
It’s important to note that the minutes of Nomination and Remuneration Committee should accurately record the proceedings of the meeting and should include all the decisions taken and the reasons for those decisions. The minutes should also be approved by the committee members at the subsequent meeting and any necessary corrections or additions should be made before they are signed by the chairperson.
The signing of the minutes of Nomination and Remuneration Committee by the chairperson ensures that the minutes of Nomination and Remuneration Committee are a valid and reliable record of the committee’s activities and can be used as evidence in legal proceedings if necessary.
What is Nomination and Remuneration Committee?
A nomination and remuneration committee is a group of people who are responsible for two important tasks in a company:
- Nomination: The committee helps to identify and select the right people to serve as directors or top executives of the company. This includes looking at the skills, experience, and qualifications of potential candidates and making recommendations to the board of directors.
- Remuneration: The committee also determines the salaries, bonuses, and other forms of compensation for these top executives. They ensure that the compensation packages are fair and reasonable and that they align with the company’s overall goals and performance.
In summary, the nomination and remuneration committee plays an important role in ensuring that a company has the right people in top positions and that they are fairly compensated for their work.
References
- https://e-book.icsi.edu/Actpagedisplay.aspx?PAGENAME=17562
- https://corporate.cyrilamarchandblogs.com/2022/12/gatekeepers-of-governance-nomination-and-remuneration-committee/