corporate governance report

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Corporate Governance Project

A comparative study of the Remuneration details of ED, NED &

Independent Directors in SENSEX companies

Submitted to: Submitted by:

Prof. S.N. Sinha Vaibhav Dayal

2012350

Sec-F

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A comparative study of the Remuneration details of ED, NED &

Independent Directors in SENSEX companies.

Remuneration Committee: The remuneration committee is established to ensure that

remuneration arrangements support the strategic aims of the business and enable the

recruitment, motivation and retention of senior executives while complying with the

requirements of regulatory and governance bodies, satisfying the expectations of shareholders

and remaining consistent with the expectations of the wider employee population.

1. Company: Bajaj Auto Limited

Executive Director: Rahul Bajaj, Madhur Bajaj and Rajiv Bajaj.

Non-Executive Director: Sanjiv Bajaj, Shekhar Bajaj, Manish Kejriwal and Neeraj Bajaj.

Independent Directors: D S Mehta, Kantikumar R Podar, D J Balaji Rao, J N Godrej, S H

Khan, Ms Suman Kirloskar, Naresh Chandra, Nanoo Pamnani and P Murari.

Executive Director’s compensation

Executive directors are entitled to superannuation benefits payable in the form of an annuity

from an approved life insurance company which forms part of the perquisites allowed to them.

No pension is paid by the Company.

Non-executive directors’ compensation

As per the current directors’ remuneration policy, non-executive directors of the Company are

being paid, in addition to the sitting fee of Rs 20,000 per meeting for every meeting of the

Board and its committees attended by them, commission at the rate of Rs 100,000 per meeting

of the Board and its committees attended by them, subject to the overall ceiling of one percent

of net profits. In terms of the approvals given by the Board of Directors and shareholders,

Nanoo Pamnani will be paid ` 1,500,000 as additional commission for the year 2012-13 in

consideration of the extra services rendered by him at the request of the management during

the year 2012-13.

Independent Director Compensation

A sitting fee of Rs.20,000 per meeting is paid to independent directors, for every meeting of

the board or committees of the board attended. This has been fixed by the board of directors.

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Table: Remuneration paid/payable to directors during 2012-13

Total remuneration given by Bajaj Auto Ltd is Rs 36, 91, 30, 407

Net Income of the company Rs 42.77 billion or Rs 4, 277 crore.

Percentage of Remuneration of net income is 0.87 %

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2. Company: Bharati Airtel

Executive Director: Mr. Sunil Bharti Mittal, Mr. Manoj Kumar Kohli, Mr. Gopal Vittal.

Non-Executive Directors: Mr. Ajay Lal, Ms. Chua Sock Koong, Mr. Craig Ehrlich, Mr.

Manish Kejriwal, Mr. Nikesh Arora, Ms. Obiageli Ezekwesili, Mr. Pulak Prasad, Mr. Rajan

Bharti Mittal, Ms. Tan Yong Choo, Mr. Tsun-yan Hsieh.

Independent Director: Mr. Ajay Lal, Mr. Craig Edward Ehrlich, Ms. Obiageli Ezekwesili,

Mr. Nikesh Arora, Mr. Pulak Prasad, Mr. Manish Kejriwal, Mr. Tsun-yan Hsieh, Mr. N.

Kumar, Lord Evan Mervyn Davies, H.E. Dr. Salim Ahmed Salim.

Remuneration of Executive director:

Remuneration of the Executive Directors has two components: fixed pay and variable pay

(performance-linked incentive). While the fixed pay is paid to the Directors on a monthly basis,

the performance-linked incentive is paid on the basis of individual performance after the end

of the financial year. The performance targets, i.e. the key result areas (KRA), together with

performance indicators for the Executive Directors, based on the balanced score card, are

approved by the HR Committee at the beginning of the year. At the end of the year, after

announcement of the annual results, the HR Committee evaluates the performance of each of

these Senior Executives against the targets set. The Committee also recommends the

performance-linked incentive for each of them to the Board for payment.

Remuneration of Non-Executive director:

The amount of commission payable to all the Non-Executive Directors is as follows:

Non-Executive Directors

USD 50,000 per annum for Directors not residing in India

Rs 2,500,000 per annum for Directors residing in India

Independent Non-Executive Directors

USD 100,000 per annum for Directors not residing in India

Rs 3,500,000 per annum for Directors residing in India

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Remuneration to Directors

Clause 49 of the Listing Agreement with the Stock Exchanges requires every listed company

to have the requisite number of Independent Directors on its Board and also sets out various

criteria for a person to be eligible for appointment as an Independent Director.

As per the policy:

a) The Independent Director must meet the baseline definition and criteria on “independence”

as set out in Clause 49 of the Listing Agreement and other regulations, as amended from time

to time.

b) The Independent Director must not be disqualified from being appointed as Director in terms

of Section 274 and other applicable provisions of the Companies Act, 1956.

c) The minimum age is 25 years and the maximum is 70 years.

d) As a general principle, the Independent Director are recommended to not be on the Board

of more than six public listed companies.

e) The recommended tenure is three terms of three years each. However keeping in mind the

need to maintain continuity and cohesiveness, it is envisaged that not more than two Directors

will retire in a financial year and if more than two changes are required within a year because

of retirement or resignation, the Board may, in its discretion limit the number of Directors

retiring during the year. In such case, the senior most in age will retire first and the remaining

Director(s) will retire in the following year.

f) If the retirement of any Director pursuant to policy is close to the date of the Annual General

Meeting, such Director will retire at the AGM.

Total Remuneration Rs 30, 98, 84, 033.

Net Income = Rs 503217000000

Percentage of Remuneration of net income =

.06 %

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3. Company: Axis Bank Ltd.

Executive Director: Somnath Sengupta and V. Srinivasan.

Non-Executive Director: Dr. Sanjiv Misra.

Independent Director: V. R. Kaundinya, S. B. Mathur, Prasad R. Menon, Som Mittal, Ireena

Vittal, Rohit Bhagat and Samir K. Barua.

Remuneration to Non-Executive Director:

The following remuneration has been approved by Reserve Bank of India to be paid to Dr.

Sanjiv Misra effective 8th March 2013:

1. Salary of `15 lacs per annum.

2. Expenses for maintenance of office `1, 25,000 per month.

The Board has also approved providing a furnished office including all equipment’s to Dr.

Sanjiv Misra up to a total cost of `7.50 lacs (one-time expense).

Remuneration to Executive Directors:

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Remuneration to Directors:

Dr. Adarsh Kishore was appointed as Chairman of the Bank for a period of three years w.e.f.

8th March 2010.His term came to an end on 7th March 2013. The details of remuneration of

Dr. Adarsh Kishore during the year under review are:

Salary of `1,25,000 per month. The Bank has received approval of RBI, shareholders and of

the Central Government under the provisions of Section 309(4) of the Companies Act, 1956

for payment of salary to Dr. Adarsh Kishore.

Expenses for maintenance of office ce `1, 25,000 per month. Approval of the Board, Reserve

Bank of India, the shareholders and the Central Government have been obtained for the same

Table 3:

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4. Company: Cipla Ltd

Executive Directors: Dr. Y.K. Hamied, Mr. M.K. Hamied and Mr. S. Radhakrishnan.

Non-Executive Directors: Dr. H.R. Manchanda, Mr. Ramesh Shroff, Mr. V.C. Kotwal, Mr.

M.R. Raghavan, Mr. Pankaj Patel and Dr. Ranjan Pai.


Remuneration to Non-Executive Directors:

Total Remuneration = Rs 2323.6 lakhs = Rs 2323600000

Net Income = Rs 8501.47 crore = Rs 85014700000

Percentage of remuneration of net income = 2.73 %

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5. Company: Dr.Reddy's Laboratories Ltd

Executive Director: Dr. K Anji Reddy, Mr G. V. Prasad and Mr Satish Reddy

Independent Directors: Mr. Anupam Puri, Dr. Bruce L A Carter, Dr. Ashok S Ganguly, Ms.

Kalpana Morparia, Dr. Omkar Goswami, Mr. Ravi Bhoothalingam, Dr. J P Moreau, Mr. Sridar

Iyengar.

Remuneration for Executive Director:

The remuneration for the Executive Directors, including the commission based on net profits

of the Company, is recommended by the Nomination, Governance and Compensation

Committee to the Board for consideration. The commission to be paid to the Executive

Directors is decided by the Board every year, within the limits approved by the shareholders.

The criteria for making payments to the Executive Directors are:

a. Salary, as recommended by the Nomination, Governance and Compensation

Committee and approved by the Board and the shareholders. Perquisites and retirement

benefits are also paid in accordance with the Company’s compensation policies, as

applicable to all employees.

b. Remuneration paid to the Executive Directors is determined keeping in view the

industry benchmarks.

Remuneration for Independent Directors:

The Independent Directors are entitled to receive sitting fees for attending meetings of the

Board and its Committees and commission based on the net profits of the Company. The Board

of Directors decided to waive the sitting fee payable to them for the Board and Board

http://in.reuters.com/finance/stocks/overview?symbol=REDY.BO&exchange=INB

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Committee meetings held after July, 2012. The remuneration including commission payable to

the Directors during the year under review was in conformity with the applicable provisions of

the Companies Act, 1956, and duly considered and approved by the Board and the

shareholders.

6. Company: Coal India Ltd

Executive Director: Shri S. Narsingh Rao.

Independent Directors: Prof. S.K. Barua, Dr. R.N. Trivedi, Dr. Sheela Bide, Dr. Mohd. Anis

Ansari, Shri. Kamal .R. Gupta and Ms. Sachi Chaudhuri.

Remuneration:

Total Remuneration = Rs 283783000

Net Income= Rs 16,776 million = 16776 x 106

Percentage of Remuneration to Net Income is =1.69

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7. Company: GAIL INDIA LTD.

Executive Directors: B. C. Tripathi, R. D. Goyal , Prabhat Singh, S Venkat Raman, P.K. Jain

and M. Ravindram.

Independent Directors: Mahesh Shah, R.M. Sethi, Dr. Vinayshil Gautam, Arun Agarwal, Dr

Shyamala Gopinath, Dr A.K. Khandelwal and R.P Singh.

TOTAL REMUNERATION: RS 11.39 CRORES

NET INCOME: RS 10338.03 CRORES

Percentage of Remuneration to Net Income is: 0.11%

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Remuneration:

Company being a Government Company, the remuneration of its Whole-time Directors is

determined by the President of India, through Ministry of Petroleum & Natural Gas. The Part-

time Director(s) (Government Nominee) do not receive any remuneration from the Company.

Further, the Part-time non-official (Independent) Directors are being paid sitting fee of `

20,000/- and ` 15,000/- for attending each meeting of the Board and Committee respectively in

addition to expenses incidental thereto.


The payment made to Whole-time Directors did not include provision for leave, gratuity and

Postretirement benefits as per AS-15 since the same were not ascertained for individual

Employee (Refer note no. 38). During the year under review, your Company had not

Introduced any stock-option scheme.

The service contract of Whole-time Directors is for five years (or till superannuation,

whichever is earlier) and is subject to extension by MoPNG. The notice period of three months

or salary in lieu thereof is required in case of severance of service. Part-time non-official

(Independent) Directors are usually appointed for three years period by Government of India.

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Remuneration to Independent Directors:

8. Company: HDFC BANK

Executive Director: Harish Engineer and Paresh Sukthankar.

Non-Executive Directors : Mr C.M. Vasudev, Mr Keki Mistry, Mrs Renu Karnad, Mr

Ashim Samanta, Dr. Pandit Palande, Mr Partho Datta, Mr. Bobby Parikh, Mr A. N. Roy.

Remuneration to Executive Director:

Remuneration to Non-Executive Director:


Net Income=4022.2 crore= 4022.2 x 107

percentage of remuneration of net income=0.07 %

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All the non-executive directors other than the Chairman receive remuneration only by way of

sitting fees for each meeting of the Board and its various committees. No stock options are

granted to any of the non-executive directors.

Sitting fees @ ` 20,000/- per meeting are paid for attending each meeting of the Board and its

various Committees except for the Investor Grievance (Share) Committee for which sitting

Fees @ ` 10,000/- per meeting are paid to the directors.

The details of sitting fees paid to non-executive directors during the year for attending meetings

of the Board and its various committees are as under :

9. Company: Hero MotoCorp Ltd

Executive Directors: Mr. Brijmohan Lall Munjal, Mr. Pawan Munjal, Mr. Sunil Kant Munjal

Non-Executive Directors: Mr. Suman Kant Munjal, Mr. Paul Edgerley

Non-Executive and Independent Directors: Mr. Pradeep Dinodia, Dr. Pritam Singh, Gen.

(Retd.) V.P.Malik, Mr. M. Damodaran, Dr. Anand C. Burman, Mr. Ravi Nath, and Mr. Analjit

Singh.

Remuneration of Executive Directors:

The remuneration structure comprises of Basic Salary, Commission, Perquisites and

allowances, Contribution to provident fund and other funds. Besides these, a fixed

commission @ 1 (one) % of the net profit, computed in accordance with Section 198 of the

Companies Act, 1956, is paid as per the terms of appointment.

Total Remuneration-= Rs 38352563

Net Income= Rs 6726.3 crore = Rs 67263000000

Percentage of remuneration of net income= 0.057 %.

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Remuneration of Non- Executive Directors:

The Non-Executive Directors of the Company are paid sitting fees of ` 20,000 for each meeting

of the Board, Audit Committee, Remuneration and Compensation Committee and

Shareholders’ Grievance Committee attended by them.

In addition to the sitting fees, Non-Executive and Independent Directors are entitled to

remuneration by way of commission aggregating upto 0.10 % of net profit of the Company.

Total remuneration = Rs 980255266

Net Income = Rs 2118.16 crore= Rs 21181600000

Percentage of remuneration of net income= 4.6 %

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10. Company: Hindalco Industries Ltd

Executive Director: Mr. Debnarayan Bhattacharya

Non-Executive Directors: Mr. Kumar Mangalam Birla, Mrs. Rajashree Birla, Mr. Chaitan

Manbhai Maniar, Mr. Madhukar Manilal Bhagat, Mr. Kailash Nath Bhandari, Mr. Askaran

Agarwala, Mr.Narendra Jamnadas Jhaveri, Mr. Ram Charan, Mr. Jagdish Khattar, Mr.

Meleveetil Damodaran.

Remuneration paid to Executive Director:

(a) Mr D. Bhattacharya was paid a sum of ` 6,51,00,740 towards performance bonus linked to

achievement of targets.

(b) The appointment is subject to termination by three months’ notice in writing on either side.

Mr D. Bhattacharya had been re-appointed for a further period of 5 years w.e.f. 1st October,

2008. No severance fee is payable to the Managing Director.

2,70,100 & 7,00,000 stock options were granted on 23rd August, 2007 & 25th January, 2008,

respectively, out of which 87,525 Options were exercised by Mr D. Bhattacharya.

Remuneration paid to Non-Executive Director:

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Notes:

1. No Director is related to any other Director on the Board, except Mr. Kumar Mangalam

Birla and Mrs. Rajashree Birla, who are son and mother, respectively.

2. Your Company has a policy of not advancing any loan to its Directors except to

Executive Director in the course of normal employment.

3. The Company has obtained shareholders’ approval for payment of commission to its

Non-Executive Directors and Independent Directors, not exceeding 1% of Net Profit of

the Company.

4. Stock Options were not granted to any Non-Executive Directors.

11. Company: Hindustan Unilever Ltd.

Executive Directors: Nitin Paranjpe, Sridhar Ramamurthy and Pradeep Banerjee.

Non-Executive Directors: Aditya Narayan, S. Ramadorai, R. A. Mashelkar and O.P Bhatt.

Details of Remuneration of Executive Directors :

Details of Remuneration of Non-Executive Directors :

The Members of the Company, at the Annual General Meeting held on 27th July, 2010, had

approved the payment of remuneration by way of commission on profits to Non-Executive

Total Remuneration= Rs 206091768.6

Net Income= Rs 16990000000

Percentage of remuneration of net income= 1.21

%

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Directors of the Company upto a maximum of Rs. 90 lakhs in aggregate, to be allocated in such

manner as the Board may determine, from time to time, with effect from 1st January, 2011 for

a period of five years.

12. Company: Housing Development Finance Corporation Ltd

Executive Directors: Keki Mistry, Renu Sud Karnad and V. Srinivasa Rangan

Non-Executive Directors: Deepak S Parekh, Keshub Mahindra, Shirish B Patel, B.S. Mehta,

D. M. Sukthankar, D.N. Ghosh, S A Dave, Ram S Tarneja, Naseer Munjee, Bimal Jalan and

J.J. Irani..

Remuneration paid to Executive Directors:

Total Remuneration= Rs 212000000

Net Income= Rs 37970000000

Percentage of remuneration of net income= 0.56%

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Remuneration paid to Non-Executive Directors:


Net Income = Rs 48480000000

Percentage of remuneration of net income = 0.34 %.

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13. Company: ICICI BANK LTD

Executive Directors: Chanda Kochhar, N.S. Kannan, K Ramkumar and Rajiv Sabharwal

Non-Executive Directors: K. V. Kamath, Sridar Iyengar, Homi Khusrokhan, Swati Piramal,

M. S. Ramachandran, Tushaar Shah and V. Sridar.

Remuneration of 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 wholetime Directors.

The following table sets out the details of remuneration (including perquisites and retiral

benefits) paid to wholetime Directors for fiscal 2013

The Board, at its Meeting held on April 26, 2013, approved a revision in the remuneration

payable to whole time Directors subject to the approval of the Members. In terms of the revised

remuneration terms, the monthly basic salary for Chanda Kochhar, Managing Director & CEO

would be within the range of ` 1,350,000 – ` 2,600,000, N. S. Kannan, Executive Director &

CFO and K. Ramkumar, Executive Director would be within the range of ` 950,000 – `

1,700,000 and Rajiv Sabharwal, Executive Director would be within the range of ` 900,000 –

` 1,600,000 effective April 1, 2013. The Board would from time to time within the above ranges

determine the monthly salary to be paid to the Directors subject to approval of RBI.

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Remuneration of Non-Executive Directors:

In terms of the revised remuneration, K. V. Kamath is entitled to be paid a remuneration of up

to ` 5,000,000 per annum subject to necessary approvals as mentioned earlier. This

remuneration limit will be effective, May 1, 2014 – April 30, 2019, being the period for which

K. V. Kamath is proposed to be re-appointed as Chairman.




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14. Company: Maruti Suzuki India Ltd

Executive Directors: Shinzo Nakanishi, Shuji Oishi, Tsuneo Ohashi, Keiichi Asai, Kazuhiko

Ayabe and R C Bhargava

Non-Executive Directors: Amal Ganguli, Davindr Singh Brar, Pallavi Shroff, M.S. Banga,

R P Singh, Kinji Saito, Osamu Suzuki and Kenichi Ayukawa.

Remuneration Details of Executive and Non-Executive Directors:

Total remuneration = Rs 106442396


Percentage of remuneration of net income= 0.44%

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15. Company: Tata Consultancy Services Ltd

Executive Directors: N. Chandrasekaran and S. Mahalingam

Non-Executive Directors: Mr. Aman Mehta, Mr. R. N. Tata, Mr. S. Ramadorai, Mr

Thyagarajan, Prof. Clayton M. Christensen, Dr. Ron Sommer, Mrs. Laura M. Cha, Dr. Vijay

Kelkar, Mr. Ishaat Hussain, Mr. Phiroz Vandrevala, Mr. O. P. Bhatt and Mr Cyrus Mistry.


The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed

component) and commission (variable component) to its Managing Director and the Executive

Directors. Annual increments are decided by the Remuneration Committee within the salary

scale approved by the members and are effective April 1, each year.

Remuneration to Non-Executive Directors:

During the year 2012-13, the Company paid sitting fees of ` 10,000 per meeting to its Non-

Executive Directors for attending meetings of the Board and meetings of committees of the

Board. The Members have at the AGM of the Company on June 30, 2009 approved of payment

of commission to the Non-Executive Directors within the ceiling of 1% of the net profits of the

Company as computed under the applicable provisions of the Act.

http://in.reuters.com/finance/stocks/overview?symbol=TCS.BO&exchange=INB

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(in Lakhs)

Total Remuneration = Rs 2823.81 Lakhs = Rs 282381000

Net Income = Rs 12786.34 crores = Rs 127863400000


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corporate governance report