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Home   »   Corporate Governance   »  Governance, Compensation and Nominating Committee Charter
Governance, Compensation and Nominating Committee Charter
Governance, Compensation and Nominating Committee Charter

The role of the Governance, Compensation and Nominating Committee (the "Committee") of Dhanada Corporation Ltd. is to assist the Board of Directors (the "Board") of the Company by:
1. Recommending to the Board corporate governance guidelines applicable to the Company;

2. Identifying, reviewing, and evaluating individuals qualified to become members of the Board;

3. Setting the compensation of the Chief Executive Officer and performing other compensation oversight;

4. Reviewing and recommending the nomination of Board members; and

5. Assisting the Board with other related tasks, as assigned from time to time.

1. The Committee shall consist of at least three directors, each of whom is to be free of any relationship that, in the opinion of the Board, would interfere with his or her exercise of independent judgment. Committee members shall meet the independence requirements of the clause 49 of the Listing Agreement with Stock Exchanges, as well as all applicable laws and regulations.

2. Committee members shall be generally acquainted with corporate governance and compensation issues and have experience in one or more of the areas of the Committee's responsibilities.

3. The members of the Committee, including the chairperson of the Committee, shall be appointed annually by the Board. Members may be replaced by the Board or the Executive Committee at any time, but shall otherwise serve until their successor has been named.
1. The Committee shall meet at least once a year at the call of the Chair. Additional meetings may occur as any member of the Committee requests or its Chair deems advisable.

2. The Committee shall be governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.

3. The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with (a) any provision of this Charter, (b) any provision of the Bylaws of the Corporation, or (c) the laws of the state.

1. The Committee will have the resources and authority necessary to discharge its duties and responsibilities.

2. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications.

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