Page 176 - Hitachi IR 2025

BOARD’S REPORT
The composition of the Nomination and Remuneration Committee as on March 31, 2025 and the attendance
of members at the Meetings held during the financial year 2024-25 were as follows:
Members of the Committee Designation No. of Meetings
Held Attended
Ms. Akila Krishnakumar Chairperson, Independent Director 2 2
Mr. Mukesh Butani Independent Director 2 2
Mr. Achim Michael Braun Non-Executive Non-Independent Director 2 2
(iii) The necessary quorum was present at the above Meetings.
Remuneration Policy / Criteria for Payments to Directors / Senior Management Employees:
The Company has a credible and transparent Policy in determining and accounting for the remuneration of
the Executive / Non-Executive Independent Directors. Independent Directors’ remuneration is governed by
the external competitive environment, track record of the individuals, effective participation in the Meetings,
comparable industry standards and performance of the Company. The remuneration determined for the
Executive / Independent Directors is subject to the recommendation of the Nomination and Remuneration
Committee and approval of the Board of Directors.
The Nomination and Remuneration Policy covers the following aspects:
• Lays down the criteria and terms and conditions with regard to identifying persons who are qualified
to become Directors (Executive and Non-Executive) and persons who may be appointed at Senior
Management and Key Managerial positions and to determine their remuneration.
• Formulation of criteria for evaluation of the performance of the Board of Directors, KMP and Senior
Management Personnel as required under the law.
The Board and the Nomination and Remuneration Committee also reviewed the performance of the Board
on the basis of the criteria such as the contribution of the individual director to the Board and Committee
Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in Meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
The Board of Directors based on the recommendation of the Nomination and Remuneration Committee
has adopted the performance review criteria. After the conclusion of the period under review, the revision
was carried out by the Nomination and Remuneration Committee in the performance evaluation criteria.
Subsequently, the Nomination and Remuneration Committee and the Board of Directors have reviewed the
performance of the Directors and the Board as a whole for the financial year under review.
The Non-Executive Independent Directors were compensated by way of commission for the financial year
2024-25 in the financial year 2025-26 and the criteria being their attendance in the Board / Committee
Meetings, apart from sitting fees and reimbursement of other expenses as approved by the Shareholders
at the 3rd Annual General Meeting held on July 22, 2022.
As per Policy, the Non-Executive Non-Independent Directors are neither paid a sitting fee nor paid
any commission.
The Independent Directors are entitled to sitting fees for attending the Board/Committee Meetings.
Sitting fees for Board and Audit Committee Meetings is `60,000/- per Director per Meeting and for other
Committees, the sitting fee is `30,000/- per Director per Meeting. No sitting fees was paid to any Committee
members of Fund Raise Committee.
The remuneration payable to the Managing Director and CEO and Senior Management personnel including
KMP are structured as fixed and variable components. The fixed remuneration comprises salaries, perquisites
and retirement benefits and the variable component comprises an annual performance bonus which is linked
to the achievement of the scorecard fixed at the beginning of the year and Long Term Incentive Plan (LTIP)
which is subject to achievement of performance measures as attached to the Grant Letter issued from time
to time in line with Hitachi Energy group Policy.
174 Hitachi Energy India Limited