REMUNERATION CRITERIA FOR NON-EXECUTIVE DIRECTORS
Criteria for payment of remuneration to Non-executive Directors of Bajaj Auto Ltd
Non-executive directors of the company play a crucial role to the independent functioning of the board. They bring in external and wider perspective to the decision-making by the board. They provide leadership and strategic guidance, while maintaining objective judgment. They also help the company in ensuring that all legal requirements and corporate governance are well taken care of.
The responsibilities and obligations imposed on the non-executive directors have increased manifold in the recent years on account of a number of factors, including the growth in the activities of the company and the rapid evolution arising out of legal and regulatory provisions and requirements.
Non-executive directors of the company are paid the following :-
° Sitting fees
Non-executive directors are paid a sitting fee of Rs.20,000/- for every meeting of the board or committee thereof attended by them.
Non-executive directors are paid commission upto an aggregate amount not exceeding 1% of the net profits of the company for the year. The payment of commission is based on their attendance at the board and the committee meetings. During the period from 1 April 2006 to 31 March 2010, commission was paid to them at the rate of Rs.50,000/- for every meeting of the board and committee thereof attended by them.
In view of the increased demands on non-executive directors’ participation in board and committee meetings and the higher responsibilities they are expected to bear in the interest of higher level of excellence in corporate governance, with effect from 1 April 2010, the non-executive directors are paid commission at the rate of Rs.75,000/- for every meeting of the board and committee thereof attended by them.
Apart from sitting fees and commission referred to above and reimbursement of travelling expenses for their attending the board and committee meetings, no payment by way of bonus, pension, incentives etc. is paid to any of the non-executive directors.
The company has no stock option plans and hence, such instruments do not form part of remuneration package payable to non-executive directors.