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Remuneration Policy

INTERPRETATION CLAUSES

For the purposes of this Policy references to the following shall be construed as:

Applicable Law shall mean the Companies Act, 2013 and allied rules made thereunder, and includes any other statute, law, standards, regulations or other governmental instruction as may be applicable to the Company from time to time.
Company refers to CDE Asia Limited.
Board refers to the Board of Directors of the Company.
Committee refers to Nomination & Remuneration Committee of Board of Directors of the Company.
Executives refers to the Directors, key managerial personnel, senior management and other employees.
Key Managerial personnel Key Managerial Personnel, in relation to a company, means—
(i) the Chief Executive Officer or the managing director or the manager
(ii) the company secretary
(iii) the whole-time director
(iv) the Chief Financial Officer and
(v) such other officer, not more than one level below the directors who is in whole-time employment, designated as key managerial personnel by the Board and
(vi) such other officers as may be prescribed
Policy” or “this Policy shall mean the contents herein including any amendments made by the Board of Directors of the Company.
Senior Management mean officers/personnel of the Company who are members of its core management team excluding board of directors and normally this shall comprise all members of management one level below the chief executive officer/managing director/whole time director/manager (including chief executive officer/manager, in case they are not part of the board) and shall specifically include company secretary and chief financial officer.

All terms not defined herein shall take their meaning from the Applicable Law.

EFFECTIVE DATE

This Policy shall become effective from the date of its adoption by the Board.

SCOPE

  • This Policy applies to all the “Executives” of the Company.
  • In addition, this Policy also extends to the remuneration of non-executive Directors, including principles of selection of the independent Directors of the Company.
  • The Board of Directors has adopted the remuneration Policy at the recommendation of the Committee . This Policy shall be valid for all employment agreements entered into after the approval of the Policy and for changes made to existing employment agreements there after.
  • In order to comply with local regulations, the Company may have remuneration policies and guidelines which shall apply in addition to this policy.

The Board of Directors of the Company may deviate from this Policy if there are explicit reasons to do so in individual case(s). Any deviations on elements of this remuneration policy under extraordinary circumstances, when deemed necessary in the interests of the Company, shall be reasoned and recorded in the Board’s minutes and shall be disclosed in the Annual Report or, in case of an appointment, in good time prior to the appointment of the individual.

PURPOSE

This Policy reflects the Company’s objectives for good corporate governance as well as sustained and long-term value creation for stakeholders. This Policy will also help the Company to attain optimal Board diversity and create a basis for succession planning. In addition, it is intended to ensure that –

  • the Company is able to attract, develop and retain high-performing and motivated Executives in a competitive international market.
  • the Executives are offered a competitive and market aligned remuneration package, with fixed salaries being a significant remuneration component, as permissible under the Applicable Law.
  • remuneration of the Executives are aligned with the Company’s business strategies, values, key priorities and goals.

GUIDING PRINCIPLES FOR REMUNERATION AND OTHER TERMS OF EMPLOYMENT

The guiding principle is that the remuneration and the other terms of employment for the Executives shall be competitive in order to ensure that the Company may attract and retain competent Executives. In determining the remuneration policy, the Committee ensures that a competitive remuneration package for all Executives is maintained and is also benchmarked with other multinational companies operating in national and global markets.

RESPONSIBILITIES AND POWERS OF THE COMMITTEE

The Committee, in addition to the functions and powers as endued by its terms of reference, would also be responsible for –

  • preparing the Board's decisions on issues concerning principles for remunerations (including pension and severance pay) and other terms of employment of Executives and non-executive Directors.
  • formulating criteria of qualifications and positive attributes to assist the Company in identifying the eligible individuals for the office of Executives.
  • monitoring and evaluating programs for variable remuneration, if any, both ongoing and those that have ended during the year, for Executives and non-executive Directors.
  • monitoring and evaluating the application of this Policy.
  • monitoring and evaluating current remuneration structures and levels in the Company.

PRINCIPLES FOR SELECTION OF INDEPENDENT DIRECTORS

The nomination of the independent Directors of the Company shall be in accordance with the principles as stated hereunder and other relevant provisions of Applicable Law:

who is not less than 21 years of age is a person of integrity and possesses relevant expertise and experience

who is neither a promoter nor related to promoters or directors in the company, its holding, subsidiary or associate company

who is not a non-Independent Director of another Company on the Board of which any non-independent director of the Company is an Independent Director

who has or had no pecuniary relationship, other than remuneration as such director or having transaction not exceeding ten per cent. of his total income or such amount as may be prescribed, with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year

none of his relatives has or had pecuniary relationship or transaction with the company, is holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakhs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year

none of whose relatives

  • is holding any security of or interest in the company, its holding, subsidiary or associate company during the two immediately preceding financial years or during the current financial year: Provided that the relative may hold security or interest in the company of face value not exceeding fifty lakh rupees or two percent of the paid-up capital of the company, its holding, subsidiary or associate company or such higher sum as may be prescribed
  • is indebted to the company, its holding, subsidiary or associate company or their promoters, or directors, in excess of an amount of fifty lakhs rupees, at any time during the two immediately preceding financial years or during the current financial year.
  • has given a guarantee or provided any security in connection with the indebtedness of any third person to the company, its holding, subsidiary or associate company or their promoters, or directors of such holding company, for an amount of fifty lakhs rupees, at any time during the two immediately preceding financial years or during the current financial year.; or
  • has any other pecuniary transaction or relationship with the company, or its subsidiary, or its holding or associate company amounting to two per cent. or more of its gross turnover or total income singly or in combination with the transactions referred to in sub-clause (A), (B) or (C).

who, neither himself nor any of his relatives-

  • hold or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed; Provided that in case of a relative who is an employee, the restriction under this clause shall not apply for his employment during preceding three financial years
  • is or has been an employee or proprietor or a partner in any of the three financial years immediately preceding the financial year.
  • any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent. or more of the gross turnover of such firm;
  • hold together with his relatives two per cent. or more of the total voting power of the company; or.
  • is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent. or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent. or more of the total voting power of the company.
  • is a material supplier, service provider or customer or a lessor or lessee of the Company.
  • I posses the requisite qualifications as prescribed as prescribed under Section 149(6) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Qualifications of Directors) Rules 2014 as amended.

OVERALL CRITERIA FOR SELECTION OF EXECUTIVES

The assessment for Senior Management will be done on the basis of below parameters by the concerned interview panel of the Company -

Competencies:

  • Necessary skills ( Leadership skill, communication skills, Managerial skills etc )
  • Experiences & education to successfully complete the tasks
  • Positive background reference check.

Capabilities

  • Suitable or fit for the task or role.
  • Potential for growth and the ability and willingness to take on more responsibility
  • Intelligent & fast learner, Good Leader, Organiser & Administrator, Good Analytical skills Creative & Innovative.

Compatibility

  • Can this person get along with colleagues, existing and potential clients and partners.
  • Strong Interpersonal Skills.
  • Flexible & Adaptable.

Commitment

  • Candidate’s seriousness about working for the long term
  • Vision & Aim

Character

  • Ethical, honest, team player

Culture

  • Fits with the Company’s culture. (Every business has a culture or a way that people behave and interact with each other. Culture is based on certain values, expectations, policies and procedures that influence the behavior of a leader and employees. Employees who don’t reflect a company’s culture tend to be disruptive and difficult)
  • Presentable & should be known for good social & corporate culture.

GENERAL POLICIES FOR REMUNERATION

The various remuneration components would be combined to ensure an appropriate and balanced remuneration package.

A fixed base salary - set at a level aimed at attracting and retaining executives with professional and personal competence, showing good performance towards achieving Company goals.

Perquisites - in the form of house rent allowance/ accommodation, furnishing allowance, reimbursement of medical expenses, conveyance, telephone, leave travel, etc.

Retirement benefits - contribution to Provident Fund, superannuation, gratuity, etc as per Company Rules, subject to Applicable Law.

Motivation / Reward - A performance appraisal to be carried out annually and promotions/ increments/ rewards are to be decided by Managing Director based on the appraisal and recommendation of the concerned Head of Departments, where applicable.

Severance payments - in accordance with terms of employment, and applicable statutory requirements, if any.

Any remuneration payable to the Executives of the Company shall abide by the following norms -

  • The base salary shall be competitive and based on the individual Executive's key responsibilities and performance
  • Base salaries would be based on a function-related salary system and be in line with the market developments shown by the benchmark research and additional market studies. The annual review date for the base salary would be April 1 or any other date as may be determined by the Committee from time to time, subject to the Company’s Policy
  • The Executives will be entitled to customary non-monetary benefits such as Company cars, phone and such other fixed entitled benefits
  • Pension contributions shall be made in accordance with applicable laws and employment agreements
  • The Executives resident outside India or resident in India but having a material connection to or having been resident in a country other than India, may be offered pension benefits that are competitive in the country where the Executives are or have been resident or to which the Executives have a material connection, preferably defined-contribution plans
  • A Director may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose whatsoever as may be decided by the Board, as permissible under Applicable law
  • If any Director draws or receives, directly or indirectly, by way of remuneration any such sums in excess of the limit as prescribed or without the prior sanction, where it is required, under the Applicable law, such remuneration shall be refunded to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive the recovery of any sum refundable to it
  • A Director who is in receipt of any commission from the Company and who is a managing or whole-time director of the Company shall not be disqualified from receiving any remuneration or commission from any holding or subsidiary company of the Company, subject to its disclosure by the Company in the Board’s report

Any fee/ remuneration payable to the non-executive Directors of the Company shall abide by the following norms –

  • If any such Director draws or receives, directly or indirectly, by way of fee/ remuneration any such sums in excess of the limit as prescribed or without the prior sanction, where it is required, under the Applicable law such remuneration shall be refunded to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive the recovery of any sum refundable to it
  • Such Director(s) may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose whatsoever as may be decided by the Board, as permissible under Applicable law
  • An independent Director shall not be entitled to any stock option and may receive remuneration only by way of fees and reimbursement of expenses for participation in meetings of the Board or committee thereof and profit related commission, as may be permissible under the Applicable law

NOTICE OF TERMINATION AND SEVERANCE PAY POLICY

The notice of Termination and Severance pay shall be as per the terms of appointment as mentioned in the Employment Agreement or Letter of Appointment.

DISCLOSURE AND DISSEMINATION

  • The Policy shall be disclosed in the Board’s report to shareholders of the Company
  • The annual report of the Company would specify the details of remuneration paid to Directors
  • The Company is required to publish its criteria of making payments to non-executive Directors in its annual report. Alternatively, this may also be put up on the Company’s website and reference be drawn in the annual report
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