Page 87 - Annual Report 2019-20

REMuNERATION POLICY 85

The Board may not recommend any dividend if the Board is of the considered opinion that it is prudent to A. Remuneration Policy for Executive Directors
conserve capital based on the factors outlined above or other exigencies.
a) The remuneration paid to the Executive Directors of the Company is approved by the Board of
6. utilization of retained earnings: Directors on the recommendations of the Nomination and Remuneration Committee. PIDILITE ANNUAL REPORT 2019-20
b) Remuneration of the Executive Chairman, Managing Director and Executive Directors consist of a fixed
The Company would utilize the retained earnings in a manner which is beneficial to the interest of the component and commission based on the net profits of each financial year. The commission amount
Company and its stakeholders, including, but not limited to meeting the Company’s future business is linked to the Net profit of each year. The increase in fixed salary is recommended by the Nomination
growth/ expansion and strategic plans or such other purpose the Board may deem fit from time to time.
and Remuneration Committee based on the general industry practice and the increase given to other
7. Conflict in Policy: managers in the Company.
In the event of a conflict between this policy and the statutory provisions, the statutory provisions B. Remuneration Policy for Non-Executive Directors
shall prevail. Non-Executive Directors of a Company’s Board of Directors add substantial value to the Company through their
contribution to the Management of the Company. In addition they also play an appropriate control role. For best
8. Modification of the Policy:
utilizing the Non-Executive Directors, the Company has constituted certain Committees of the Board.
The Board is authorised to change or amend this policy from time to time at its sole discretion and/or Remuneration payable:
in pursuance of any amendments made in the Act, the Regulations, or any other applicable law.
The modifications, if any, made to the policy shall be disclosed on the website and in the Annual Report. Sr. Particulars Remuneration* Remarks
No.
9. Review of the Policy: 1 Commission 20,00,000 per annum a) On the basis of Company’s Performance and
per Director at a rate not exceeding 1% per annum of the
The Board may review the Dividend Distribution Policy of the Company as appropriate. profits of the Company distributed uniformly
among the Directors.
10. Disclosure of Policy:
b) Approval - Shareholders
This Policy shall be disclosed in the Annual Report of the Company and placed on the Company’s website, 2 Sitting Fees: 30,000 per meeting a) Within the limits prescribed by the
www.pidilite.com For Board Meetings Companies Act.
b) Approval – Board
3 a) For Committee Meetings 30,000 per meeting for a) Within the limits prescribed by the
Nomination and Remuneration Companies Act.
Committee, Audit Committee, b) Approval – Board
Corporate Social Responsibility (An Independent Director shall not be
Committee and Risk entitled to any stock option.)
Management Committee
b) For Finance Committee, 12,000 per meeting
Share Transfer Committee,
Stakeholders Relationship
Committee and other
Committee meetings
* as on 31 March 2020
st
C. Remuneration Policy for Senior Managers including Key Managerial Personnel
1. The Company while deciding the remuneration package of the senior management members takes into
consideration the employment scenario and remuneration package of the managerial talent of other
comparable industries.
2. The remuneration to Senior Management employees comprises of two broad terms – Fixed
Remuneration and Variable remuneration in the form of performance incentive.
3. Remuneration of Senior Management members and other employees in the management cadre largely
consists of basic remuneration, perquisites, allowances and performance incentives. The components
of remuneration vary for different employee grades and are governed by industry patterns,
PIDILITE ANNUAL REPORT 2019-20 4. The performance incentive is based on internally developed detailed performance related matrix which
qualifications and experience of the employee, responsibilities handled his/her individual performance
etc. The annual variable pay of senior managers is linked to the Company’s performance, the
performance of the respective divisions/functions they are attached to and their individual
performance for the relevant year is measured against specific major performance areas which are
closely aligned to the Company’s objectives.

is verified by the HR department.
5. Annual increase in fixed remuneration is reviewed and then approved by the Nomination and

84 Remuneration Committee.