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I. NATURE OF DUTIES:
The Executive Director shall, devote
his whole time and attention to the business and operations
of the Company and carry out such duties as may be
entrusted to him by the Managing Director and the Board
from time to time and separately communicated to him and
exercise such powers as may be assigned to him, subject
to superintendence, control and directions of the Board in
connection with and in the best interests of the business
of the Company and the business of any one or more of
its subsidiaries and/or associated companies, including
performing duties as assigned by the Board from time to
time by serving on the boards of such companies or any
other executive body or any committee of such a company.
II. REMUNERATION:
a. Basic Salary:
`
5,06,000/- per month, upto a maximum
of
`
8,00,000/- per month.
The annual increment which will be effective from 1
st
April each year, will be decided by the Board based on
the recommendation of the NRC in consonance with
the individual performance and the performance of the
Company, within the aforementioned maximum Basic
Salary limit. The said annual increment, would be limited
upto an amount not exceeding 20% of the Basic Salary as
may be decided by the Board in the above manner.
b. Benefits, Perquisites and Allowances:
Details of Benefits, Perquisites and Allowances are as
follows:
i.
Rent-free residential accommodation (furnished or
otherwise) with the Company bearing the cost of
repairs, maintenance, society charges and utilities
(e.g. gas, electricity and water charges) for the said
accommodation.
OR
House Rent and Maintenance Allowance (in case
residential accommodation is not provided by the
Company) of 85% of Basic Salary.
ii.
Reimbursement of hospitalization andmajor medical
expenses incurred as per rules of the Company (this
includes mediclaim insurance premium).
iii. Car facility as per rules of the Company.
iv. Telecommunication facility as per rules of the Company,
including broadband, internet and fax.
v.
Other perquisites and allowance given below subject
to a maximum of 55% of Basic Salary, which includes:
Medical allowance
Leave Travel Concession/Allowance
Other Allowances
Personal Accident Insurance Premium
Annual Club Membership fees
vi. Retirement benefits: Contribution to Provident Fund,
Superannuation Fund or Annuity Fund and Gratuity
Fund as per rules of the Company. Provision of Special
Retirement Benefits viz. Pension and Medical Benefits
upon his superannuation, only if he continues with
the Company or any Tata Company till that time. The
Special Retirement Benefits are discretionary and can
be withdrawn by the Board in case of conviction by
the judicial authorities for any offences and include
clauses on non-compete after superannuation.
vii. Leave and encashment of unavailed leave as per
rules of the Company.
c. Commission:
Such remuneration by way of profit linked commission,
in addition to the salary, perquisites and allowances
payable, calculated with reference to the net profits of
the Company in a particular financial year, as may be
determined by the Board of the Company at the end
of each financial year, subject to the overall ceilings
stipulated in Section 197 of the Act, but in any case will
not exceed 400% of the Basic Salary.
d. Incentive Remuneration:
In case where the net profits of the Company are
inadequate for payment of profit-linked commission
in any financial year, an incentive remuneration may
be paid upto an amount not exceeding 200% of
Basic Salary paid at the discretion of the Board. This
incentive remuneration would be payable subject to the
achievement of certain performance criteria and such
other parameters as may be considered appropriate
from time to time by the Board.
An indicative list of factors that may be considered
for determining the extent of commission/incentive
remuneration, by the Board which will be payable
annually after the Annual Accounts have been approved,
are:
Company performance on certain defined qualitative
and quantitative parameters as may be decided by
the Board from time to time.
Industry benchmarks of remuneration.
Performance of the individual.
III. MINIMUM REMUNERATION:
Notwithstanding anything to the contrary herein contained,
wherein any financial year during the currency of the tenure of
the Executive Director, the Company has no profits or its profits
are inadequate, the Company will pay remuneration by way
of Basic Salary, benefits, perquisites and allowances, incentive
remuneration and retirement benefits as specified above.
IV. OTHER TERMS OF APPOINTMENT:
i.
The terms and conditions of the said re-appointment may be
altered and varied from time to time by the Board as it may,
Corporate Overview
Financial Statements
Statutory Reports
66
72nd Annual Report 2016-17