human resources and remuneration committee - Fortis Healthcare

FORTIS HEALTHCARE (INDIA) LIMITEDadvisable, approve and recommend for Board approval any arrangement with theManaging Director and Chief Executive Officer relating to employment terms,termination, severance, change in control or any similar arrangements. Inundertaking this review, the Committee shall take into account the overall structure,costs and general implications of these arrangements.(d) Senior Management Compensation and Employment Arrangements — Atleast annually, the Committee shall review and, if advisable, approve thecompensation and other employment arrangements of the senior management. Theannual compensation recommendations shall be based on the performanceevaluations conducted, as well as other factors and criteria, as may be directed bythe Committee from time to time.(e) Human Resource Plans — Prior to making any annual compensationdeterminations, the Committee shall review a comprehensive assessment from theChief Financial Officer and the Chief People Officer on the performance of thecompany, strategic plans for the company in relation to manpower and skill setneeds, market and industry norms relating to compensation, any human resourceand compensation plans and recommendations on allocation towards spend.(f) Terminations and Severances — The Committee shall also review allterminations / severance of employments where such has been occasioned for causeof breach of policy. The decision on communication (internal and external) and ifthought advisable, manner in which such communication relating to suchterminations / severances is to be done rests with the Committee.(g) Succession Planning — At least annually the Committee shall review andapprove a succession and emergency preparedness plan as presented by the ChiefExecutive Officer for the Chief Financial Officer and all senior management reportingdirectly to the Chief Executive Officer. The Committee shall review the successionpools for the balance of senior management and review progress against anycorresponding development plans to address succession gaps. Upon the vacancy ofany senior management position reporting directly to the Chief Executive Officer, theCommittee, with the recommendation of the Chief Executive Officer, may make areplacement recommendation for Board approval based on the succession plan.(h) Share Ownership — The Committee shall review the share holdings of the CEOand such senior management as report directly to the MD/Chief Executive Officer, aswell as a summary reports of other management at the Facility Director level andabove.Comment [r3]: Change, if any, need to bepresented on regular basisComment [r4]: Plan for Presenting this for 2011-12Comment [r5]: We need to present this, if thereare such casesComment [r6]: Plan for Prsenting this for 2011-12Comment [r7]: We will be presenting this in nextRem Comm(i) Stock Options – The Committee shall review and recommend to the Board forapproval the grant of stock options or pension rights to the employees and/orDirectors of the Company and subsidiary companies and perform such otherfunctions as are required under Employees Stock Options Schemes of the Company,if any.(j) Gratuities - The Committee shall review and recommend to the Board forapproval the grant or payment of any gratuities, pension and allowances to anyperson or persons, their widowed spouses, children and dependents as may appealto the Committee just and proper, whether any such person or persons is/are still inthe service of the Company or has/have retired from its services and to makeFor internal circulation only 5

FORTIS HEALTHCARE (INDIA) LIMITEDcontribution to / from any other funds and pay premium for the purpose or forprovision for such gratuity, pension or allowances.(3) Development PlansComment [r8]: Plan for 2011-12At least annually the Committee shall review the senior management developmentplans. These plans are to be formulated in alignment with the appraisal process andsuccession plans respectively.The review will include coverage of all internal and external training programs,coaching initiatives, high potential talent pool development and such developmentinitiatives as may be in operation from time to time.(4) Internal Controls, Regulatory Compliance and Human Resource Risks(a) Assessment of Risk and Internal Controls — At least annually, theCommittee shall review management’s assessment of significant human resourcerisks and the effectiveness of related internal controls and shall review a report oncritical employee matters.Comment [r9]: Plan for 2011-12(b) Assessment of Regulatory Compliance — The Committee shall reviewmanagement’s assessment of compliance with laws and regulations as they pertainto responsibilities under this mandate, report any material findings to the Board andrecommend changes it considers appropriate.(c) Organization Changes — The Committee shall review and, if advisable, approveor recommend for Board or Management Committee approval any significantorganization changes, provided the Audit, Risk and Controls Committee shall reviewand approve any such change that impacts controls or the independence of keycontrol groups such as internal audit, finance, legal, compliance and riskmanagement.(d) Human Resource Policies and Procedures - The Committee shall review and,if advisable approve human resource related policies and procedures beforerecommending the same to the Board for approval.5. Residual – The Committee shall discharge such other function(s) or exercise suchpower(s) as may be delegated to the Committee by the Board from time to time.6. REPORTING TO THE BOARDThe Chair shall report to the Board on material matters arising at the Committeemeetings and, where applicable, shall present the Committee’s recommendations tothe Board for its approval.For internal circulation only 6

FORTIS HEALTHCARE (INDIA) LIMITEDAnnexure 1DRAFT AGENDAHUMAN RESOURCES AND REMUNERATION COMMITTEEQuarter 1(April/May)1 Appraisal andEvaluation Processreview and approval2 Senior ManagementEvaluation3 Senior ManagementRemunerationProposal4 Senior ManagementDevelopment Plans5 Senior ManagementEmploymentArrangements6 Termination andSeverances forCauseQuarter 2 (July) Quarter 3 (Nov) Quarter 4 (March)1 Board Evaluations 1 Succession Planning 1 Senior ManagementPerformance Goals2 Board DevelopmentPlans3 Board CompensationPlan4 Board Competenciesand Skill set Review5 Board Nominations6 Termination andSeverances for Cause2 Human ResourceRisk Assessment andInternal Controls3 Human ResourcePolicies andProcedures4 Termination andSeverances for Cause2 CEO/Senior ManagementStock Holding3 Human ResourcesRegulatory Compliance4 Organizational Structures /Changes5 Termination and Severancesfor CauseFor internal circulation only 7