NRC resolution format for recommending a CEO, CFO or Company Secretary as KMP under Sections 178 and 203, with remuneration within the Policy.
“RESOLVED THAT pursuant to Section 178(2) and (3) read with Section 203 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, and the Nomination and Remuneration Policy of the Company, the Committee, having evaluated the qualifications, experience and positive attributes of Mr./Ms. [●] against the criteria laid down by the Committee, hereby recommends to the Board the appointment of Mr./Ms. [●] as the [Chief Executive Officer / Chief Financial Officer / Company Secretary] and a whole-time Key Managerial Personnel of the Company with effect from [●].
RESOLVED FURTHER THAT the Committee recommends that Mr./Ms. [●] be paid a fixed remuneration of ₹[●] (Rupees [●] only) per annum and variable pay of up to ₹[●] (Rupees [●] only) per annum, on the other terms set out in the annexure placed before the Committee, which the Committee finds consistent with the Nomination and Remuneration Policy.
RESOLVED FURTHER THAT the Chairperson of the Committee and/or the Company Secretary of the Company be and are hereby severally authorised to place this recommendation before the Board [and, for the appointment of a Chief Financial Officer of a listed entity, before the Audit Committee] and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”
No rules under this Section yet.