Page 80 - Index

business performance. The Directors’ Report contains the
requisite disclosures regarding the fulfilment of the requisite
independence criteria by Crisil’s Independent Directors.
At the time of appointing a new Independent Director, a
formal letter of appointment is given to the Director, inter
alia, explaining their roles, duties and responsibilities. The
Director is also explained in detail the compliances required
from him/her under the Act, SEBI Regulations and other
relevant regulations and his / her affirmation is taken with
respect to the same.
By way of an introduction to the Company, presentations
are made to the newly appointed Independent Directors on
relevant information, such as an overview of various Crisil
businesses, offerings, market and business environment,
growth and performance, organisational set-up of the
Company, governance, and internal control processes.
The familiarisation programme aims to provide insights
into the Company and the business environment in which
it operates. It enables the Independent Directors to be
updated of newer challenges, risks and opportunities
relevant in the Company’s context and to lend perspective
on its strategic direction. The Company’s policy of
conducting the familiarisation programme and the details
of familiarisation programmes imparted to Independent
Directors during 2024 have been disclosed on the Company
website at https://www.crisil.com/content/crisilcom/en/
home/investors/corporate-governance.html.
The above initiatives help the Directors understand Crisil,
the business and the regulatory framework in which the
Company operates and equip them to effectively discharge
their role as a Director of the Company.
Directors are covered under the Directors & Officers’
Liability Insurance Policy and the terms of the same have
been reviewed by the Board.
Remuneration policy
1) Remuneration to Non-Executive Directors
Non-Executive Directors are paid sitting fees for each
meeting of the Board or its committees attended
by them and are also eligible for commission. The
commission payable to each Non-Executive Director is
in accordance with the Nomination and Remuneration
Policy and is determined by the Board, based on the
Company’s performance, prevailing norms, and roles
and contributions of Board members. In terms of a
shareholders’ resolution passed on April 20, 2017,
the Company can pay remuneration not exceeding
1% of the net profit to the Non-Executive Directors.
The Non-Executive Directors have not been granted
any stock options of the Company. Commission to
Non‑Executive Directors for 2024 aggregates to 0.27%
of the standalone net profit of the Company calculated
according to the Section 198 of the Companies
Act, 2013.
Table 2.1: Sitting fees and commission paid to Non-Executive Directors
`
Name of Directors Sitting fees Commission Total
Ms Vinita Bali (1) 125,000 Nil 125,000
Mr Girish Paranjpe 1,355,000 4,725,000 6,080,000
Ms Shyamala Gopinath 1,255,000 4,725,000 5,980,000
Mr Amar Raj Bindra 960,000 4,725,000 5,685,000
Ms Nishi Vasudeva 950,000 4,725,000 5,675,000
Mr Ewout Steenbergen (2) Nil* Nil* Nil*
Mr Yann Le Pallec Nil* Nil* Nil*
Mr Girish Ganesan Nil* Nil* Nil*
Mr Saugata Saha Nil* Nil* Nil*
Total 4,645,000 18,900,000 23,545,000
*
1. 2. Since April 2015, S&P Global has waived the sitting fees and commission payable to its nominees
Retired as Independent Director w.e.f. February 13, 2024.
Resigned as a Non-Executive Director w.e.f. February 16, 2024.
78 Annual Report 2024