CORPORATE GOVERNANCE 201 C. Remuneration paid/payable to the Whole‑time Directors for the year ended 31st March, 2024 Remuneration to the Whole-time Directors is fixed by GNRC basis the approval of the Board of Directors and Shareholders at a General Meeting. Following is the remuneration paid/payable to the Whole-time Directors during the year ended 31st March, 2024: Whole Time Director(s) (Rs. in Lakhs) Contract Period Salary Company’s Contribution to Funds1 Perquisites and Allowances Total Dr. Anish Shah (Managing Director and Chief Executive Officer) 1,462.24# 55.46 904.52@ 2,422.22 Deputy Managing Director and Group Chief Financial Officer from 1st April, 2020 to 1st April, 2021 and Managing Director and Chief Executive Officer from 2nd April, 2021 to 31st March, 2025 KPIs for Incentive Payment for Executive Directors 50% of the Performance Pay annually, payable to Dr. Anish Shah, is based on the Group Corporate Office Scorecard comprising of Consolidated Sector Balance Scorecards, Return on Equity, Earnings Per Share, MCARES, Group Level ESG Performance Index and such other parameters as may be decided by the Company from time to time. ESG parameters for determining Performance Pay • Greening ourselves • Decarbonizing Our Industry • Nanhi Kali • Women Empowerment • Diversity & Inclusion • Governance • Global ESG leadership Whole Time Director(s) (Rs. in Lakhs) Contract Period Salary Company’s Contribution to Funds1 Perquisites and Allowances Total Mr. Rajesh Jejurikar, Executive Director and CEO (Auto and Farm Sector) 1,239.18## 39.94 645.69@@ 1,924.81 1st April, 2020 to 31st March, 2025 Designated as Executive Director (Automotive and Farm Sectors) upto 14th March, 2023 and re-designated as Executive Director and CEO (Auto and Farm Sector) from 15th March, 2023. KPIs for Incentive Payment for Executive Directors 50% of the Performance Pay annually, payable to Mr. Rajesh Jejurikar, is based on the Business Scorecard comprising of Consolidated Revenue, Consolidated Profit Before Tax, Consolidated Free Cash Flow, Return on Capital Employed, MCARES, MCAPS and such other parameters as may be decided by the Company from time to time. ESG parameters for determining Performance Pay • Reduction in Scope 1+2 emissions (Auto & Farm Sector) • Reduction in Scope 3 emissions (Product in Use) (Auto & Farm Sector) • Reduction in Scope 3 emissions (Supply Chain) (Auto & Farm Sector) 1 Aggregate of the Company’s contributions to Superannuation Fund and Provident Fund. # Includes Performance pay of Rs. 674.55 lakhs. ## Includes Performance pay of Rs. 606.59 lakhs. @ Includes Rs. 903.53 lakhs being perquisite value of ESOPs of the Company exercised during the year. @@ Includes Rs. 645.49 lakhs being perquisite value of ESOPs of the Company exercised during the year. Notes: a. Notice period applicable to each of the Whole-time Directors is six months. b. Employee Stock Options and Performance Pay are the only components of remuneration that are performance-linked. All other components are fixed. c. There is no separate provision for payment of Severance Fees.
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