The purpose and objectives of the Nominations and Remuneration Committee (NRC) are to:

• Assist the Board of Directors in the appointment of members to the Board and its Subcommittees, ensuring the required expertise and succession.
• Review and confirm that policies and terms & conditions of compensation & benefits applicable to members of the Board & Executive Directors, Board Subcommittees and Senior Management are market based and current.
• Advise the Board of Directors on the performance metrics of the Board and Subcommittees.
• Carry out the annual performance evaluation of Executive Directors and recommend to the Board the remuneration plans including merit and variable pay rewards.
• Review the annual performance evaluations of Senior Management and approve the recommended merit and variable pay rewards.
• Periodically review the Group’s compensation & benefits applicable to Executive Directors and Senior Management, to ensure alignment to performance and market, and recommend revisons if any to the Board of Directors.
• As required, evaluate the Group’s Human Resources policies and recommend revisions if any to the Board of Directors.
• Ensure a robust and dynamic succession plan for Executive Directors & Senior Management, including appropriate management development plans.

The NRC is appointed by the Board of Directors and comprises three Directors namely Messrs D A Cabraal, A D B Talwatte and G Sathasivam. Mr Reyaz Mihular was appointed as Consultant to the NRC with effect from 1 April 2022. Executive Directors attend meetings by invitation.

During the year, two (2) new Directors were appointed to the Board while three (3) Directors retired or resigned. The NRC met three (3) times during the year and all objectives of the NRC with regard to compensation & benefits and human resources policies were met. The minutes of the NRC meetings including recommendations and approvals were presented to the Board of Directors for affirmation.

Amal Cabraal
Chairman

27 May 2022