NOMINATION AND REMUNERATION POLICY OF CANARA ROBECO ASSET MANAGEMENT CO. LTD

Background:

The Nomination and Remuneration Committee is formed by the Board of Directors of Canara Robeco Asset Management Company Limited, as per their meeting on April 25, 2014, in accordance with Section 178 of the Companies Act, 2013. The current Nomination and Remuneration Policy complies with Sections 178(2) and 178(3) of the Act and the Articles of Association.

Constituents of the Policy

This Policy shall comprise of the following two broader constituents:

A. NOMINATION POLICY: The Nomination Policy is aimed at:

The Committee sets criteria to identify qualified Directors and recommend their appointment or removal to the Board. It also identifies candidates for Senior Management, with the Board noting these changes via resolutions. The Committee formulates criteria for Director qualifications and evaluates their performance. The Committee does not handle Key Managerial Personnel appointments, which are solely the Board's responsibility.

B. REMUNERATION POLICY:

he Remuneration Policy shall be recommended by the Committee to the Board and shall relate to the remuneration for the Directors, KMPs, Senior Management and other employees.

Definitions:

Key Managerial Personnel:

Chief Executive Officer or the managing director or the manager; Company Secretary, whole-time Chief Financial Officer; such other officer as may be prescribed.

Joint Venture Committee (“JV Committee”)

The J V Committee means the Committee of Shareholders/ Joint Venture Partners. The said Committee shall be comprising of 1 (one) Robeco Nominee Director (as defined in the AoA) and 1 (one) Canara Bank Nominee Director (as defined in the AoA).

Management Team

Management team means the Chief Operating Officer / Chief Financial Officer (“COO / CFO”), Chief Investment Officer (“CIO”) and a Chief Commercial Officer (“CCO”) collectively with the Chief Executive Officer (“CEO”)/ Manager.

Senior Management

Senior Management means personnel of the company who are members of its core management team excluding the Board and KMP. This Senior Management would include functional heads i.e. COO, CIO, CCO/Head- Sales and Marketing, or Head- Equities, Head- Fixed income, and Head-Offshore Investment and Business development.

PART I - CONSTITUTION OF THE COMMITTEE

Membership

The Committee shall have at least 4 non-executive directors, with half being independent. A quorum requires 3 members, including 1 from Robeco, 1 from Canara, and 1 independent. If Sponsors agree, a minimum of 2 can form a quorum. The Policy will be in the Board’s report. The Committee's term continues unless terminated by the Board. The chairman shall be an independent director.

Committee Members’ Interests

A Committee member cannot attend discussions about their own pay or performance. The Committee may invite appropriate executives to meetings.

Secretary

The company secretary of the Company shall act as secretary of the Committee.

Frequency of Meetings

The meeting of the Committee shall be held at such regular intervals as may be required.

Minutes of Committee Meeting

Proceedings of all meetings of the Committee must be minuted and signed by the chairman of the Committee at the subsequent meeting. Minutes of the Committee meetings will be tabled at the subsequent Board and Committee meeting.

PART II - PROVISIONS FOR DIRECTORS

Appointment

The Committee shall consider Articles 138(1) and 138(2) of the AoA to assess the integrity, qualification, expertise, and experience of candidates for Director appointments, recommending to the Board accordingly. The Committee will review qualifications and independence of directors as per the Act and applicable laws during appointment or re-appointment. An independent director can serve up to 5 consecutive years and is eligible for re-appointment with a special resolution and disclosure in the Board’s report. No independent director may serve more than two consecutive terms but can be reappointed after three years, without any association with the Company during that period.

Evaluation of performance of Directors of the Company

The Committee shall evaluate each director's performance yearly based on criteria such as:

Board members are expected to act objectively and fulfill their responsibilities in the best interest of the Company. This includes dedicating time for informed decision-making, avoiding the misuse of their position for personal gain, and maintaining their independence. If a board member feels that their independence is compromised, they must inform the Board. Additionally, they should assist in promoting best governance practices by attending all Board meetings, actively participating in committees, and being present at general meetings. Staying informed about the Company and its environment is crucial, as is ensuring that Board functions are not obstructed. Board members should also mediate conflicts in the Company's interest and adhere to the Company’s policies and code of conduct, along with any other criteria that independent directors may consider appropriate.

Removal

Due to reasons for any disqualification mentioned in the Act rules made thereunder or under any articles of the AoA or other applicable act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a director subject to the provisions and compliance of the said act, rules, regulations and the AoA.

PART III - PROVISIONS FOR SENIOR MANGEMENT PERSONNEL

Appointment

The Committee shall identify and ascertain the integrity, qualification, expertise and relevant / adequate experience of person who may be appointed as Senior Management. Robeco (as defined in the AoA) would have the right to nominate the COO, CIO and CCO who would be approved by the JV Committee prior to proposing their names to the Committee. Whereas, the Management Team shall propose persons who may be appointed as Senior Management (other than COO, CIO and CCO) to the Committee. The Committee would evaluate such Senior Management personnel before recommending details of the candidates to the Board. The Management Team is authorised to release offer letter to the candidate based on their assessment. However, the said offer letter shall have explicit clause to that effect that the offer is subject to the Committee recommending the details of the candidates to the Board for his/her appointment in accordance with the provisions of the AoA. The Board will take note of the appointment(s) of Senior Management recommended by the Committee.

Removal

Due to any disqualification mentioned in the Act rules made there under or under any other applicable act, rules and regulations, including the SEBI (Mutual Funds) Regulations, 1996 as amended from time to time, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Senior Management subject to the provisions and compliance of the said act, rules and regulations. Replacement of such Senior Management who are removed, if required, may be undertaken in accordance with this Policy and other applicable laws

Retirement

The Senior Management personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Senior Management personnel in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

Insurance

Where any insurance is taken by the Company on behalf of its whole-time Director, KMPs any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

PART IV - REMUNERATION POLICY

The Remuneration Policy applies to Directors, KMPs, Senior Management, and all employees. Disclosure of remuneration shall be governed by the Act and Company law. Remuneration of Directors/KMPs/SMPs/employees requires approval from the Committee and/or shareholders. The Committee ensures remuneration is reasonable, clear in relation to performance, and balances fixed and incentive pay reflecting the Company’s objectives.

Directors

The remuneration for the whole-time director shall be determined by the J V Committee and recommended to the Board. The Committee must ensure that the remuneration is reasonable to attract and retain qualified Directors. It is subject to shareholder and Central Government approval as required. The director is eligible for monthly remuneration approved by the Board. If the Company has no profits, it shall pay remuneration according to Schedule V of the Act, with prior approval if necessary. Any excess remuneration must be refunded to the Company and held in trust until returned. Independent directors may receive fees for attending meetings, with current fees at INR 40,000 for Board meetings and INR 25,000 for Committee meetings. Increases in fees must be proposed by the JV Committee.

ANNEXURE A - BROAD PRINCIPLES OF REMUNERATION

Employee compensation starts from the service commencement date and ends upon cessation. AMC aims for competitive compensation to attract talent. Annual compensation includes Fixed and Variable Pay, adjusted by management for different roles. Employees receive annual increments after one year, based on satisfactory performance, with merit-based adjustments at management's discretion. The variable pay depends on individual, team, and company performance, calculated consistently. Gratuity is payable to eligible employees or their heirs. Employees also benefit from the Employee Provident Fund. AMC may offer additional benefits like leased vehicles, loan subsidies, insurance, medical support, and meal coupons, based on position and management's discretion.