Regulation 28 - Compensation and tenure of key management personnel - Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018

Compensation and tenure of key management personnel 28. (1) A depository shall constitute a Nomination and Remuneration Committee comprising a majority of public interest directors and chaired by a public interest director. (2) The Nomination and Remuneration Committee shall determine the compensation of key management personnel in terms of a compensation policy. (3) The compensation policy shall be determined by Nomination and Remuneration committee in accordance with the norms specified by the Board under Part D of Second Schedule . (4) The compensation payable to the managing director shall be as approved by the Board and the terms and conditions of the compensation of the managing director shall not be changed without prior approval of the Board. (5) The compensation given to the key management personnel shall be disclosed in the Report of the depository under section 134 of the Companies Act, 2013 . (6) The report under sub-regulation (5) shall 1 [ consist of ] ratio of compensation paid to each key management personnel, vis-a-viz. median of compensation paid to other employees of the depository. (7) The tenure of a key management personnel, other than a director, in a department, shall be for a fixed period, as may be decided by the Nomination and Remuneration committee. Explanation: For the purpose of sub-regulation (7), the tenure refers to the period of posting as key management personnel in a regulatory department, which shall be for a fixed period. *************** NOTES:- 1. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/147 dated 22-08-2023 before it was read as, comprise of