Regulation 5 - Compensation committee. - Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

5. Compensation committee. (1) A company shall constitute a compensation committee for administration and superintendence of the schemes: Provided that where the scheme is being implemented through a trust the compensation committee shall delegate the administration of such scheme(s) to the trust. (2) The compensation committee shall be a committee of such members of the Board of Directors of the company as provided under regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 , as amended from time to time: Provided that a company may also opt to designate its nomination and remuneration committee as the compensation committee for the purposes of these regulations. (3) The compensation committee shall, inter alia, formulate the detailed terms and conditions of the schemes which shall include the provisions as specified in Part B of Schedule I of these regulations. (4) The compensation committee shall frame suitable policies and procedures to ensure that there is no violation of securities laws including the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003 , as amended from time to time, by the trust, the company and its employees, as may be applicable.