Remuneration Policy
| Remuneration Committee and Policy | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| As on March 31,
2011, the Remuneration Committee constituted by the Board comprised of
four (4) Non-Executive Directors, three of whom are Independent
Directors. Mr. N. C. Jain, Non-Executive Independent Director of the
Company was Chairman of the Committee till his resignation with effect
from March 31, 2011. Composition of the Remuneration Committee as at March 31, 2011 is as under:
* Resigned from the Committee from the close of March 31, 2011 # Resigned from the Committee w.e.f. September 30, 2010 Consequent to resignation of Mr. N C Jain and Mr. B K Syngal as Members with effect from March 31, 2011, the Remuneration Committee was reconstituted with nomination of Dr. M Y Khan, Non-Executive Independent Director, as Member of the Committee. The Company Secretary is the Secretary to the Committee. The terms of reference of the remuneration Committee, inter alia, consists of reviewing the overall compensation policy, service agreements, Performance incentive and other employment conditions of Executive Director. The recommendations of the Remuneration Committee are considered and approved by the Board of Directors, subject to the approval of the shareholders. Additionally the Remuneration Committee has been vested with the powers for administration and implementation of ZEEL – Employees Stock Option Scheme – 2009. Consequent to issuance of Bonus Shares by the Company, the Stock Options of 43,40,000 issued in 2009, and outstanding at time of issuance of Bonus Shares were doubled to 86,80,000 Stock Options and the exercise price of the said options were reduced by half to  119.90 per Stock
Option.During the year under review, three (3) Meetings of the Remuneration Committee were held viz.
Mr. Punit Goenka, Managing Director & CEO of the Company has been appointed on a contractual basis in terms of resolution passed by the shareholders at the 28th AGM held on October 29, 2010 for tenor of 5 years with effect from January 1, 2010. The elements of the remuneration package of the Managing Director comprises of salary, perquisites & allowances comprising of Company maintained accommodation or House rent allowance, personnel allowance, Leave travel allowance, use of chauffeur driven Company car, telecommunication facilities at residence and other perquisites and allowances in including Company’s contribution to provident fund, gratuity and leave encashment facilities in accordance with rules of the Company. The annual increment and performance incentive of the Managing Director & CEO is linked to his performance and are decided by the Remuneration Committee. The details of the remuneration paid to Mr. Punit Goenka, Managing Director & CEO of the Company during the year ended March 31, 2011 is as under: |
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| * includes provision for incentives for FY 2010-11 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Remuneration payable to Non-Executive Directors |
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| The Sitting fee
payable to Non-Executive Directors were increased effective April 1,
2010 and during the financial year 2010-11 the Non-Executive Directors
were paid sitting fees of 20,000/- per meeting, for attending the
meetings of the Board and Committees thereof, other than Share Transfer & Investors Grievances Committee. Additionally, the Non-Executive Directors are entitled to remuneration by way of Commission for each financial year up to an aggregate limit of 1% of net profits of the Company, as approved by the Members at the Annual General Meeting held on October 29, 2010. The commission payable is determined by the Board based inter alia on the performance of, and regulatory provisions, applicable to the Company. As per the current remuneration policy, the Company pays equal amount of commission to Non-executive Directors on pro rata basis. Details of the remuneration of the on-Executive Directors of the Company for Financial year 2010-2011 are as under: |
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| # Sitting Fees paid and Commission payable till September 30, 2010 In addition to the remuneration, in October 2009 the Non-Executive Independent Directors were granted 20,000 Stock Options each (convertible into equivalent number of Equity Shares of 1 each of the
Company) at an exercise price equivalent to Market Price, as per
Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999, as on the date of
grant of Option i.e. 239.80 per Stock Option. Consequent to issuance
of Bonus Shares in ratio of 1:1, the said Stock Options stand doubled to
40,000 each and the exercise price was reduced to 119.90 per Stock
Option. |
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Particulars of Stock Options Granted to the Non-Executive Directors and outstanding as at March 31, 2011 is as under:
During the year, no new stock options have been granted under ZEE ESOP 2009. The Non-Executive Directors of the Company do not have any other material pecuniary relationships or transactions with the Company or its directors, senior management, subsidiary or associate, other than in normal course of business. ESOP Allotment Sub-Committee With a view to process and facilitate allotment of Equity Shares, from time to time, upon exercise of Stock Options granted under Company’s ESOP Scheme, the Remuneration Committee has constituted an ESOP Allotment Committee comprising of Mr. Ashok Kurien, Non-Executive Director and Mr. Punit Goenka, Managing Director & CEO as its Members. |
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) Last Updated - July 26, 2011