(1)The Board shall constitute a Nomination and Remuneration Committee of the Board, consisting of three or more directors from amongst directors other than those appointed under clauses (a) or (b) of sub-section (2) of section 4, out of whom not less than one-half shall be independent directors at any time when the number of independent directors in office is sufficient to constitute such proportion of the membership of the Committee:Provided that the Chairperson may be appointed as a member of the Nomination and Remuneration Committee but shall not chair the Committee.(2)The Nomination and Remuneration Committee shall—(i)formulate the criteria for determining qualifications, positive attributes and independence of a director to be appointed under clause (e) or clause (f) or clause (g) of subsection (2) of section 4 and recommend the same to the Board;(ii)in accordance with the criteria referred to in clause (i), identify individuals who are qualified to be appointed as such a director:Provided that while identifying individuals, the Committee shall have due regard to the requirements under the proviso to sub-section (1) of section 19C;(iii)give its recommendations to the Board regarding appointment and removal of such an individual, and carry out evaluation of his performance; and(iv)recommend to the Board a policy relating to the sum payable as sitting fees to a director nominated or appointed under clauses (d) or (e) or (f) or (g) of sub-section (2) of section 4, subject to such fees not exceeding such limit as may apply in respect of sitting fees payable to a director of a company under the Companies Act.
