REMUNERATION

Presented by: Section E Ankit Garg (191126) Ankita Garg (191127) Gaurav Sakhuja (191140) Madhur Gautam (191144) Nitin Garg (191153) Sonal Saraogi (191175) Rangoli Jain (191162) Payal Samanta (191156)

REMUNERATION
Remuneration is the total compensation that an employee receives in exchange for the service they perform for their employer. The remuneration should as far as possible be broken up under the following broad heads as per the requirements of Schedule VI:a) Salaries and allowances b) Monetary value of various perquisites c) Contribution to provident, superannuation and gratuity funds d) Commission The following perquisites /benefits provided by company to its managerial remuneration: Any expenditure incurred by the company in providing rent free accommodation, or any other benefit or annuity. Other benefit or concessional benefit Any expenditure in respect of any obligation paid. Any expenditure incurred by company in effecting any insurance on the life of the managerial.

REMNERATION IN COMPANY S ACT

Part II of Schedule XIII of the Companies Act, 1956 is divided into 3 Sections: Section-I deals with Remuneration payable by the Companies having profits. Section-II deals with Remuneration payable by the Companies having no profits or inadequate Profits. Section-III deals with Remuneration payable to managerial personnel in two companies.

SECTION 1
Section-I of Part II of Schedule-XII of 198 deals with Remuneration payable by the Companies having profits. Remuneration of the Directors shall be determined in accordance with and subject to Sections 198 and 309 of the Companies Act, 1956 only by the following ways.  By Articles of Association or  By a resolution passed by the Company in General Meeting or  If the Article so required by a Special Resolution passed by company in General Meeting. The remuneration payable to any such Director determined as per the said provisions shall be inclusive of the remuneration payable to such Director for services rendered by him in any other capacity. The Board of Directors has no power to decide the remuneration. It can only recommend the remuneration.

REMUNERATION
MAXIMUM LIMIT (Limit is exclusive of sitting fee) SECTION 198 of the Companies Act 1956 11% of net profits in any financial year payable by a public company or a private company which is a subsidiary of a public company to it s directors including any managing or whole time director or manager.

MINIMUM LIMIT

Section 198 (4) of the companies act 1956 as amended by the companies act 1988 provided that subject to provisions of section 269 read with schedule XIII

If in any financial year a company has no profits or its profits are inadequate, the company shall not pay to its directors including any managing or whole time director or manager, by way of remuneration any sum except with the previous approval of the central government.

SECTION 2
Section-II of Part-II of Schedule-XIII deals with Remuneration payable by the Companies having no profits or inadequate Profits. Inadequate profit means that the remuneration paid/payable to a managerial person in the financial year is more than 5% of the net profit of that financial year. Example: A company has appointed a managerial personnel at monthly remuneration as Rs. 1 Lac. His total remuneration for the financial Year would be Rs. 12 Lacs. If the profits of the company for the financial year ended, calculated as per sections 349 & 350, is Rs. 30 Lacs, the company can pay to a managerial personnel for the financial year ended March 2010, only up to 5% of Rs. 30 Lacs which comes to Rs. 1.5 Lacs.

SECTION 3
Section III of Part II of Schedule XIII to the Companies Act,1956 provides that the total remuneration which can be paid by two companies in which an individual is a managerial personnel shall not exceed the higher maximum limit admissible from any one of the companies of which he is a managerial personnel. Section III is also subject to the provisions of Sections I and II. For example, if the remuneration payable by Company A as per Schedule XIII is Rs.75,000/- per month and Company B is Rs.1,00,000/- per month, then the total remuneration from both the companies shall not exceed Rs.1,00,000/per month.

LIMIT TO DIRECTOR S REMUNERATION

Situation Only one MD More than one MD Only part-time directors and no MD Part-time director and also one or more MDs LIMIT (in % of Net Profit) Sitting Fee: Rule 10-B of the 10-11% 5% 3% 1%
Companies Act , 1956 provides that companies having a paid up capital and free reserves of Rs. 10 Crores or above or companies having a turnover of Rs. 50 Crores or above can pay sitting fees not exceeding Rs. 20,000 and other companies can pay sitting fees up to Rs. 10,000.

Note: However the company can increase the remuneration with the previous approval of the central government and by passing a special resolution. Net profit for this purpose shall be calculated in manner laid down in section 349 and 350. A director who is in receipt of any commission from the company is not entitle to receive any commission or remuneration.

FMCG SECTOR

MARICO
Remuneration Policy for Executive Director Marico Board presently consists of only one executive director namely Mr. Harsh Mariwala, CMD. Remuneration to CMD comprises of two broad terms Fixed Remuneration and Variable Remuneration in the form of performance incentive. Performance incentive is based on internally developed detailed performance related matrix verified by the HR department. Remuneration Policy for Non-Executive Directors Marico has a structure for remuneration to NED based on engagement levels linked to their attendance at Board/Committee Meetings. Shareholders of the Company had on July 28, 2010 approved payment to NED for a period of 5 years up to a limit of 3% of net profits of Company calculated in accordance with the provisions of Companies Act, 1956 with a liberty to the BoDs to decide the mode, the quantum, the recipients and the frequency of payment of such remuneration within the said limit.

Director s Remuneration in Marico

Designation Salary & Perquisites Annual Total Performance Remuneration Incentive / Sitting Fees (NED)
97,27,301 10,000 per meeting attended 3.31 crores 5 to 7.2 lakh

Remuneration as % of net profit

Chairman & MD Harsh Mariwala Non -executive Directors (7 in no.)

2,34,47,579 6,00,000 (fixed)

1.1744 0.00244 0.0042 Total = 0.0188

Reimbursement of expenses in case of NED: Actual expenses incurred on cost of travel, stay and local conveyance of outstation & local Directors , as may be applicable

REMUNERATION POLICY
Payment of remuneration to Managing Director and Executive Director is by way of salary, perquisites and allowances as approved by the Board & Members of the Company. Non-Executive Directors do not draw any remuneration from the Company other than the sitting fees as may be determined by The Board
Designation Salary & Perquisites Sitting Fees Total Remuneration Remuneration as % of net profit

Shri Hiren k. Patel (Managing Director) Shri Kalpesh A. Patel(Executive Director) Non-Executive Directors

60,70,000

NA NA

60,70,000

0.639485883

67,11,000 NA 50,000-60,000 annually

67,11,000 50,000-60,000

0.707016435 0.0053-0.0063

RENUMERATION AT NESTLE
Designation Salary & Perquisites Sitting Fees Perquisites Commission Total Remunerati on Remunerati on as % of net profit

Chairman & MD Director Finance & Control Non Executive & Independent

8640000

NA NA

3726000

151200000

27456000

1.04

7200000 NA

28,00039,000

1758000 NA

7920000 250000

16878000 278000289000

0.64 0.011

PEER COMPARISION

RENUMERATION POLICY FOR EXECUTIVE DIRECTORS Remuneration of the MDs is recommended by Remuneration Committee based on industry benchmarks, the Company s performance vis--vis industry, responsibilities shouldered, performance/track record, macro economic review on remuneration packages of heads of other organisations and is decided by the Board of Directors. The Company pays remuneration by way of salary, perquisites and allowances (fixed component), incentive remuneration and/or commission (variable components) to its Managing Directors. Annual increments are decided by the Remuneration Committee within the salary scale approved by the Members and are effective from April 1, annually. RENUMERATION POLICY FOR NON-EXECUTIVE DIRECTORS Sitting fee of 20,000/- for attendance at each meeting of Board, Audit Committee, Executive Committee, Remuneration Committee and Nominations Committee. Fee of 5,000/- for Investors Grievance Committee, Ethics & Compliance Committee and Rights Committee is paid to its Members (excluding MDS). Eligible Non-Executive Directors are paid commission upto a maximum of 1% of net profits of the Company under section 198. The Company also reimburses out-of-pocket expenses to Directors attending meetings held at a city other than the one in which the Directors reside.

RENUMERATION AT TATA MOTORS

Designation
Name

Ratan N Tata Carl-Peter Forster Ravi Kant P M Telang J J Irani R Gopalakrishnan N N Wadia S M Palia R A Mashelkar N Munjee S Bhargava V K Jairath R Sen

Salary payable Salary & Perquisites Total annually(Rs) Sitting Fee (Rs) Total Remuneration Perquisite Retirement Remunerati s profit Commission Benefits(1) on 2,00,00,000 320000 20320000 0.112152421 41880000 79113000 0 5026000 126019000 0.6955 10000000 335000 10335000 0.05704209

Remuneration as a percentage of net profit Remuneratio (%) n as % of net

6300000

4863000 2600000 1000000 2000000 5600000 4000000 7200000 3500000 2300000 1800000

27500000 220000 150000 140000 340000 360000 400000 220000 210000 160000

1701000 40364000 2820000 1150000 2140000 5940000 4360000 7600000 3720000 2510000 1960000

0.22278 0.01556446 0.006347209 0.011811328 0.032784714 0.024064201 0.041946772 0.020531841 0.013853473 0.010817852

Remuneration Policy for Non-Executive Directors The Non-Executive Directors of the Company are paid sitting fees of Rs. 20,000 for each meeting of the Board, Audit Committee, Remuneration Committee and Shareholders Grievance Committee attended by them. Non-Executive and Independent Directors shall also be entitled to remuneration by way of commission aggregating upto 0.10 per cent of profits of the Company. Remuneration Policy for Executive Directors Remuneration is fixed considering various factors such as qualification, experience, expertise, prevailing remuneration in the industry and the financial position of the Company. Remuneration structure comprises of Basic Salary, Commission, Perquisites and allowances, Contribution to provident fund and other funds. Besides these, a fixed commission @ 1 per cent of the net profit, computed in accordance with Section 198 of the Companies Act, 1956, is paid as per the terms of appointment. As of now, the Company does not have any Employee Stock Options Plans (ESOPs). The term of appointment of Executive Directors is 5 (five) years. Further, no notice period and severance fee is applicable for the above-mentioned Executive Directors

Remuneration at Hero
Non- Executive Directors Salary & Sitting Fees Perquisites Executive Salary & Perquisites Sitting Fees Directors Per meeting Mr. Suman Kant Munjal Mr. Brijmohan Lal Mr. Sunil Kant Munjal Munjal Mr. Pradeep Dinodia Mr. Pawan Munjal Mr. Toshiaki Gen.(Retd.) V.P. Malik Nakagawa Dr. Pritam Singh Mr. Sumihisa Fukuda Mr. M. Damodaran Mr. Analjit Singh Ms. Shobhana Bhartia1 Mr. Ravi Nath Dr. Anand C. Burman 0 0 1,64,19,732 21,87,500 1,36,32,818 14,18,750 57,47,480 11,06,250 46,11,986 5,62,500 1,25,000 2,50,000 7,18,750 6,25,000 Total Remuneration Remuneration Remuneration as % of net Total profit Remuneration as % of net profit 80,000 80,000 0.000414938

1,00,000 1,00,000 0.000518672 25,10,98,000 26,75,17,732 1.387540104 3,00,000 24,87,500 0.012901971 25,10,98,000 26,47,30,818 1.373085156 2,00,000 16,18,750 0.008396006 24,49,02,000 25,06,49,480 1.30004917 1,60,000 12,66,250 0.006567687 24,49,02,000 24,95,13,986 1.294159678 1,00,000 6,62,500 0.003436203 20,000 40,000 1,20,000 1,00,000 1,45,000 2,90,000 8,38,750 7,25,000 0.000752075 0.001504149 0.004350363 0.003760373

Remuneration Policy for Non-Executive Directors While deciding on the remuneration for Directors, the Board, Remuneration Committee considers the performance of the Company, the current trends in the industry, the qualification of the appointee(s), their experience, past performance and other relevant factors. Eligible Non-Executive Directors are paid commission upto a maximum of 1% of the net profits of the Company as specifically computed for this purpose. A commission of Rs.156 lakhs has been provided as payable to the eligible Non-Executive Directors in the accounts of the year under review. Remuneration Policy for Executive Directors Remuneration to Whole-time Directors is fixed by the Remuneration/ Compensation Committee which is subsequently approved by the Board of Directors and Shareholders at a General Meeting.

Remuneration at Mahindra
Designation Salary & Perquisites Sitting Fees Per meeting Total Remuneration Remuneration as % of net profit Mr. Anand G. Mahindra (ViceChairman & Managing Director)

3,29,43,000

NA

3,29,43,000

0.12375

Mr. Bharat Doshi

22,72,2000 To Board MembersRs 20,000

NA

2,27,22,000

0.08536

Non- Executive Directors

To Board Members (Share Transfer and Shareholders/Investors Grievance Committee)Rs 10,000 12,60,000 to 12,00,000 53,00,000

0.005 to 0.0199

Peer Comparison

IT SECTOR

Remuneration for Executive Directors: Remuneration of the executive directors consists of a fixed component and a performance incentive. The compensation committee makes a quarterly appraisal of the performance of the executive directors based on a detailed performance-related matrix. The annual compensation of the executive directors is approved by the compensation committee, within the parameters set by the shareholders at the shareholders' meetings. Remuneration for Non-Executive Directors The compensation payable to the independent directors is limited to a fixed amount per year as determined and approved by the Board, the sum of which is within the limit of 1% of our net profits for the year, calculated as per the provisions of the Companies Act, 1956. The performance of independent directors is reviewed by the entire Board on an annual basis.

REMUNERATION AT INFOSYS
Non-Executive Directors Executive Directors Mr. Deepak M Nandan Satwalekar Nil Nilekani, Co Relenquished Rrof Chairman Marti G Nil S Dr. Omkar Gopalakrishana Nil Goswami 111 , CEO Claude Smajda Nil (retired 30 Aug) SD Shibulal, Rama COO 108 Bijapurkar(resign K Dinesh, Nil ed april 13) Whole Time 110 Director Sridar A Iyengar Nil TV Mohandas David L Boyes Time Nil Pai Whole Prof.Director S Jeffery 309 Lehman Nil Srinath R Seshayee Batni,Whole (Jopined Jan 13) Nil 229 Time Director Narayan Murthy Nil Total Remuneration Remuneration Salary and Reimbursement annually(Rs payable (Rs) Commissionand of Expenses Provident Perquisites Total Sitting Fee Lakhs) and incentives Remuneration annually(Rs) other funds 59 79 51 8 23 8 4 81 8 65 10 112 10 10 61 1 23 3 69 9 66 4 68 24 34 256 13 10 176 0 Remuneration Remuneration as a percentage as a percentage of of net profit (%) net profit (%) 0.010425717 0.017723719 0.009383145 0.032667246 0.005560382 0.031624674 0.001390096 0.032319722 0.018245004 0.017202433 0.099913119 0.021720243 0.003475239 0.072111208 0.010599479 60 102 54 188 32 182 8 186 105 99 575 125 20 415 61

Remuneration Policy for Executive Directors The remuneration paid to Chairman and MD and Executive Directors is determined keeping in view industry benchmark, relative performance of the Company to industry performance & macro economic review on remuneration packages of CEOs of other organizations. Perquisites and retirement benefits are paid according to the Company policy as applicable to all employees. Remuneration Policy for Non-Executive Directors Independent Non Executive Directors receive sitting fees for attending the meeting of the Board and Board Committees. This remuneration approved by the Board subject to the condition that cumulatively it shall not exceed 1% of the net profits of the Company for all Independent Non Executive Directors in aggregate for one financial year subject to an individual limit for each of the Non-Executive Directors. The remuneration by way of commission paid to the Independent NEDs is determined periodically & reviewed based on the industry benchmarks.

REMUNERATION AT WIPRO
Other Total Total Remuneration Annual Remuneration as Executive Allowance Commissio Compensa Deferred RemunerataAs a % of Non-Executive annually(Millio percentage of Directors Salary s n Benefits net profit tion ion Directors Salary Commission Sitting Fee n $) net profit (%) 1.03846153 11.07 8 0.66 0.061913696 12.0919324 6 128.9 1.52 0.142589118 11.0777673 5 118.089 0.2 0.018761726

Azim Premji N Vaghul Girish Paranjpe BC Prabhakar

NA

1.3

0.87 0.22

4.9 0.44

NA 4.28

75.18

7.26 1.2

40.120.32

2.06

Suresh Dr Jagdeesh N Vaswani NA 4.5 Sheth

75.699

7.72 0.1

28.07 0.1

2.1

Dr PM Sinha TK Kurien Dr Ashok Suresh Ganguly Senapathy

NA 5.4

6.7

1.8 4.4

0.650.22

1.6

2.02 0.189493433 18.75 1.75891182

NA

3.6

4.9

2 6.3

0.24 1.74

1.73

1.71388367 2.24 0.210131332 18.27 7

Remuneration Policy for Executive Directors: Executive Directors do not receive any sitting fees for attending the Board and Committee meetings. Remuneration Policy for Executive Directors: The Company paid sitting fee to its Non Executive Directors for attending the meetings of the Board of Directors, Audit Committee and Finance Committee of the Company. The Company pays commission to its Non-Executive Directors as approved by the Board within the limits approved by the shareholders of the Company. The amount of such commission, taken together for all Non-Executive Directors, does not exceed 1% of the net profits of the Company in a financial year.

REMUNERATION AT HCL
Designation Salary Allowances & Contribution Perquisites/ to Provident Commission Fund Sitting Fee (NED) (Rs) Total Remunerati Remunerati on payable on as % of annually(Rs) net profit Executive Director-Vineet Nayar 2,00,00,00 0 Mr. Ajay Choudhary Mr. Amal Ganguli Mr. P.C. Sen Ms. Robin Abrams Mr. S. Bhattacharya Mr. T.S.r. Subramanium

5,36,00,000

24,00,000 N/A

7,60,00,000

11.0

NIL NIL NIL NIL NIL NIL

NIL 15,00,000 15,00,000 15,00,000 15,00,000 55,00,000

60000 1,00,000 80,000 1,20,000 2,20,000 2,00,000

60000 0.008759124 1600000 0.233576642 1580000 0.230656934 1620000 0.23649635 1720000 0.251094891 5700000 0.832116788

PEER COMPARISION

BANKING SECTOR

Remuneration Policy for Executive Directors: The Board Governance, Remuneration & Nomination Committee determines and recommends to the Board the amount of remuneration, including performance bonus and perquisites, payable to the whole time Directors. The recommendations of the Committee are based on evaluation of the whole time Directors on certain parameters. Remuneration Policy for Non-Executive Directors: The Board of Directors has approved payment of remuneration of ` 2,000,000 per annum to K. V. Kamath plus payment of sitting fees, maintaining a Chairman s office at the Bank s expense, bearing expenses for travel on official visits and participation in various forums (both in India and abroad) as Chairman of the Bank and bearing travel/halting/ other expenses and allowances for attending to his duties as Chairman of the Bank.

REMUNERATION AT ICICI
Remuneration Remuneration as % Remuneration payable annually(Rs) Sitting Fee (Rs) of Net Profit payable Remuneration as % 1060000 (20, 000 per of Net Profit Executive Directors annually(Rs) Sitting Fee (Rs) K.V. Kamath 20,00,000 0.00594016 meeting) 20,000 (per meeting) Independent Chanda Kochar 3,18,76,845 0.061880251 Directors 20,000 (per meeting) N.S. Kannan 2,02,16,984 0.039245792 NA 0.000892965 Sridar Iyengar 4,60,000 20,000 (per meeting) K. Ramkumar 2,18,93,480 0.042500255 NA 0.000892965 Homi Khusrokhan 4,60,000 20,000 (per meeting) Rajiv Sabharwal 1,75,93,545 0.034153097 NA 0.000271772 Narendra Murkumbi 1,40,000 20,000 (per meeting) Sandeep Bakhshi 81,32,747 0.015787523 NA 7.76492E-05 Anupam Puri 40,000 20,000 (per meeting) Sonjoy Chatterji 25,57,540 0.00496477 NA 0.001242386 MS Ramchandran 6,40,000 Non-Executive Directors Tushar Shah MK Sharma V Sridar MG Subrahmanyam VP Watsa NA NA NA NA NA 1,40,000 10,60,000 4,80,000 60,000 60,000 0.000271772 0.002057703 0.00093179 0.000116474 0.000116474

Remuneration Policy for Directors The remuneration of the whole-time Directors and the sitting fees paid to the non-executive Directors for attending the meetings of the Board / Committees of the Board are as prescribed by GoI from time to time. The Directors are given a sitting fee of 5,000/- for attending every Central Board meeting and 2,500/for attending a meeting of a Board-level Committee. Sitting fees are, however, not paid to the Chairman and Managing Directors of the Bank and GoI Nominee / RBI Nominee Directors.

REMUNERATION POLICY AT SBI

Non-Executive Executive Directors Directors Dr. Ashok Jhunjhunwala Sri OP Bhatt Remuneration Remuneration payable payable annually(Rs) annually(Rs) NA Sitting Fee (Rs) % of Net Profit Sitting Fee (Rs) No sitting Fees 1,25,000 0.00015124 21,42,106 given 0.00259178 15,20,252 21,07,101 11,55,000 2,12,500 1,22,500 85,000 72,500 1,27,500 67,500 57,500 0.001397459 0.001839385 0.000257108 0.002549426 0.000148215 0.000102843 8.77193E-05 0.000154265 8.16697E-05 6.95705E-05 Remuneration as % of Net Profit Remuneration as

Sri SK NA Shri D.C, Choksi Bhattacharya Shri S. NA Venkatachalan Sri R. Sridharan Shri D. Sundaram Dr. Deva Nand Balodhi Prof. S. Ansari Dr. V. Bharuchs Dr. Rajiv Kumar Shri G.D. Nadaf NA NA NA NA NA NA

COMPARISION

COMPARISION ACROSS SECTORS

Disclosures on Remuneration of Directors

As part of Corporate Governance
Specific disclosures on remuneration of directors regarding all elements of remuneration package of all the directors should be made as a part of Corporate Governance.
Requires every director of a company to make disclosure, at the Board meeting, of the nature of his concern or interest in a contract or arrangement (present or proposed) entered by or on behalf of the company.

Section 299 of the Company Act

Section 301 of the Company Act

The company is also required to record such transactions in the Register of Contract