 

Ss. Particulars Remuneration
No.

 

b. Entertainment Expenses: Reasonable expenses incurred for official purposes
to be considered at actuals.

5. Performance Linked Incentive | A maximum of 35% of the gross annual salary, subject to appraisal and approval by the

Board and further approval of the RBI*

* Pursuant to letter dated December 4, 2019 issued by RBI, our Bank is required to obtain prior approval of RBI as and when the
payment of the performance linked incentive becomes due.

 

 

 

 

 

 

Payment or benefit to Non-Executive Directors of our Bank

1 Remuneration to Non-Executive Directors, including Independent Directors:
Pursuant to the resolution of the Board dated May 6, 2016, each non-executive Director is entitled to receive
sitting fees of 230,000 per meeting for attending meetings of the Board, sitting fees of 225,000 per meeting for
attending meetings of the Audit Committee, and sitting fees of 20,000 per meeting for attending meetings of

the other Committees.

Details of sitting fees paid to the non-executive Directors during Fiscal 2020 are set forth below:

 

 

 

 

Ss. Name of the Director Sitting fees Commission Total

No. (in million) (in million) (in Z million)
1. | Venkatesh Natarajan 0.28 * 0.28
2.__[ Ranjit Shah - : :
3._ [Aleem Remtula 0.52 = 052

 

Details of sitting fees paid to the Independent Directors during Fiscal 2020 are set forth below:

 

 

 

 

 

 

 

 

 

 

 

Ss. Name of the Director Sitting fees ‘Commission Total

No. (in Z million) (in million) (in Z million)
1. [Ramachandran Rajaraman 0.71 0.71
2._ [John Arunkumar Diaz 0.31 = 0.31
3._|Mrutunjay Sahoo 05: 2 05:
4__|Jyotin Kantilal Mehta 0.85 : 0.85
5._ [Meena Ramchandra 0.77 2 0.77

 

 

Arrangement or understanding with major Shareholders, customers, suppliers or others

Except as disclosed below, there is no arrangement or understanding with the major shareholders, customers, suppliers
or others, pursuant to which any of our Directors were appointed as a Director or member of senior management.

a) Venkatesh Natarajan, Ranjit Shah and Aleem Remtula are nominated by the qualifying investors pursuant to the
Shareholders’ Agreement. The Shareholders’ Agreement entitles each of our qualifying investors to appoint one
director to our Board, provided that in the event there are more than three qualifying investors, such qualifying
investors shall collectively nominate three directors to our Board. Such right of appointment of nominee director
shall not survive the termination of the Shareholders’ Agreement pursuant to successful listing and trading of
the Equity Shares on the Stock Exchange, pursuant to the Issue. A qualifying investor under the Shareholders’
Agreement has been defined as an investor who together with its affiliates holds at least 3.00% of the total issued
and paid-up share capital of our Bank at any point of time base provided that any shares issued pursuant to
exercise of employee stock options or the right to subscribe to any Equity Shares provided to Baskar Babu
Ramachandran under the Shareholders’ Agreement, at any time after June 13, 2016 or the date of deed of
adherence to the Shareholders’ Agreement with respect to each investor are not to be taken into account for
calculating the total issued and paid-up share capital of our Bank. Further, under the Shareholders’ Agreement,
the Promoters have the right to collectively appoint one director on the Board who, subject to necessary approvals
shall be the Managing Director of our Bank. While such right of appointment of the Managing Director is not a
survival right under the Shareholders’ Agreement, Baskar Babu Ramachandran shall continue to be the
Managing Director and Chief Executive Officer in view of the approvals of the Board, Shareholders and the RBI
in relation to his appointment, post termination of Shareholders’ Agreement. For details, see “History and
Certain Corporate Matters — Shareholders’ agreements and other agreements” beginning on pages 184 to 187.

b) Further, in terms of the Articles of Association, the Promoters and Qualifying Shareholders shall have the right
to appoint nominee directors on the Board subject to the receipt of Shareholders’ approval, in the first general

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