president & cfo - UB Group

Corporate Governance Report (Contd.)4. COMPENSATION COMMITTEEThe Compensation Committee constituted by theCompany comprises at present the following Directors:-Mr. B.M. Labroo, ChairmanMr. S.R. GupteMr. M. R. Doraiswamy IyengarThe Committee is authorised, inter alia, to deal withthe matters related to compensation by way of salary,perquisites, benefits etc. to the Managing/WholeTime Directors of the Company and set guidelines forsalary, performance pay and perquisites to other senioremployees from the level of Executive Vice President andabove.The Committee is also empowered to formulate andimplement the Scheme for grant of Stock Option toemployees.During the financial year, three meetings were heldi.e., on April 18, 2008, August 29, 2008 and November29, 2008, which were attended by all the members ofthe Committee.Remuneration of Directors:The details of Remuneration paid/payable to the Directorsduring the Financial Year April 1, 2008 to March 31, 2009are given below:a) Executive DirectorsManaging Director : Mr. V.K.RekhiSalary &AllowancesPerformanceLinkedincentivePerquisitesRetirementBenefitsRs. Rs. Rs. Rs.18,062,406 17,084,564 3,275,101 3,939,757Notes:1. Mr. V.K.Rekhi (Mr.Rekhi) was appointed as theManaging Director of the Company for a periodof five years with effect from April 19, 2001.The re-appointment for a further period of fiveyears with effect from April 19, 2006 and theremuneration payable have been approved bythe Members at the Annual General Meetingheld on December 28, 2006 with a revisionthereon approved by the Members at the AnnualGeneral meeting held on December 26, 2008.The terms and conditions of appointment andremuneration of Mr. Rekhi are as set out in theresolution and as per the rules of the Company,as applicable.2. The employment of Mr. Rekhi is terminable oneither side by giving six months notice as per therules of the Company.3. There is no severance fee.4. No stock option was granted during the year.b) Non – Executive DirectorsSitting Fees are paid to Non-Executive Directors forattending Board/ Committee Meetings. They are alsoentitled to reimbursement of actual travel expenses,boarding and lodging, conveyance and incidentalexpenses incurred for attending such meetings.Name of the DirectorSitting feesDr Vijay MallyaNilMr. S.R. Gupte 290,000Mr. V.K.RekhiNilMr. M.R.Doraiswamy Iyengar 490,000Mr. B.M. Labroo 320,000Mr. Sreedhara MenonNilMr. Sudhindar Krishan Khanna 80,000Non Executive Directors are also eligible forCommission every year not exceeding one per centof the net profits of the Company as approved by theshareholders at the Annual General Meeting held onSeptember 23, 2005 to remain in force for a periodof five years from April 1, 2006. Such Commissionmay be apportioned amongst the Directors in anymanner they deem fit.The Commission of Rs.48,726,790/- on profits forthe year ended March 31, 2009 will be paid afteradoption of Accounts by Shareholders at the AnnualGeneral Meeting to be held on September 30, 2009and apportioned amongst the Directors in anymanner they deem fit.15 13