GSK_Annual_Report_2021

Annual Report 2020-21 61 3) remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. b) Formulation of criteria for evaluation of Independent Directors and the Board; c) Devising a policy on Board diversity; d) Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal and shall carry out evaluation of every Director’s performance. The Company shall disclose the remuneration policy and the evaluation criteria in its Annual Report. e) To recommend to the Board, all remuneration, in whatever form, payable to senior management. The composition of the Nomination & Remuneration Committee is as follows: Name of the Member Designation Category of Directorship Mr. N. Kaviratne Chairman Non-Executive & Independent Ms. R. S. Karnad Member Non-Executive Mr. D. Sundaram Member Non-Executive & Independent During the year under review, the Committee met on 18 May 2020, 28 October 2020, 7 January 2021 and 5 February 2021. The Chairman and all the members attended the meeting. Remuneration Policy & evaluation criteria The Nomination & Remuneration Committee has adopted a Policy on Remuneration to the Senior Management and Whole-time Directors of the Company and a Policy on composition, diversity and evaluation of the Board of the Company. The major terms of both policies are as under: Remuneration Policy for Senior Management and Whole-time Directors a) All the whole-time Directors, including the Managing Director, is paid such remuneration as may be mutually agreed between the Company and the Whole-time Directors within the overall limits prescribed under the Companies Act, 2013 and is subject to approval by the Shareholders of the Company. b) The remuneration for the Senior Management and Whole-time Directors mainly consists of salary, benefits, perquisites and retirement benefits which are fixed components and the annual performance bonus and long-term incentives are the variable components. c) When determining remuneration levels, individual’s role, experience and performance and independently sourced data for relevant comparator groups are considered. d) Ordinarily, salary increases will be broadly in line with the average increases for the wider GlaxoSmithKline workforce. However, increases may be higher to reflect a change in the scope of the individual’s role, responsibilities or experience. e) The overall performance of the individual is a key consideration when determining salary increases. f) The Company has adopted remuneration policy and the same has been posted on the Company website ( http:// india-pharma.gsk.com/en-in/investors/shareholder-information/policies/ ) . Performance Evaluation of the Board In terms of the provisions of the Companies Act, 2013 and Schedule II-part D of the Listing Obligations & Disclosures Regulations, 2015, the Board has carried out the annual performance evaluation of its own including the various