Nomination and Remuneration Policy

1. Objective

The Nomination and Remuneration Policy (hereinafter referred to as "the Policy") aims to ensure that the nomination, remuneration, and evaluation processes for Directors and senior management personnel at Vertotech Aerospace Ltd. (hereinafter referred to as "the Company") are transparent, fair, and aligned with the Company’s goals and regulatory requirements. This Policy is designed to attract, retain, and motivate qualified individuals who can contribute to the Company’s long-term success.

2. Scope and Applicability

This Policy applies to:

  • The nomination and remuneration of Directors, including Independent Directors and Non-Executive Directors.
  • The remuneration and performance evaluation of senior management personnel, including Key Managerial Personnel (KMP) and other executives.

3. Nomination Criteria

a) Directors

The Nomination Committee (hereinafter referred to as "the Committee") shall consider the following criteria for the nomination of Directors:

  • Qualifications: Relevant educational background, professional experience, and expertise in areas such as finance, business, law, or technology.
  • Skills and Experience: Proven track record in leadership, strategic thinking, and understanding of the Company’s industry and business environment.
  • Independence: For Independent Directors, adherence to the independence criteria as defined by the Companies Act, 2013, and applicable regulations.
  • Diversity: Promotion of diversity in terms of gender, age, and professional background to bring varied perspectives to the Board.
  • Integrity: High standards of ethics, integrity, and commitment to the Company’s values and governance practices.
b) Senior Management

The Committee shall consider the following criteria for the appointment of senior management personnel:

  • Qualifications: Relevant educational qualifications and professional certifications.
  • Experience: Relevant industry experience and leadership capabilities.
  • Fit with Company Culture: Alignment with the Company’s values and culture.

4. Nomination Process

a) Identification of Candidates

- Search and Selection: The Committee shall identify potential candidates through a search process, including recommendations from existing Directors, external search firms, or industry networks.

- Evaluation: The Committee shall evaluate candidates based on their qualifications, skills, and alignment with the Company’s needs.

b) Recommendation

- Recommendation to the Board: The Committee shall recommend suitable candidates for appointment to the Board of Directors or senior management positions.

c) Approval

- Board Approval: The appointment of Directors and senior management personnel shall be approved by the Board of Directors and, where applicable, the shareholders.

5. Remuneration Policy

a) Directors

The remuneration of Directors shall be determined based on the following considerations:

  • Roles and Responsibilities: Compensation shall reflect the roles, responsibilities, and time commitments of the Directors.
  • Market Benchmarking: Remuneration shall be competitive and aligned with industry standards and practices.
  • Compliance: Adherence to regulatory requirements and guidelines, including the Companies Act, 2013, and listing regulations.
b) Senior Management

The remuneration of senior management personnel shall be determined based on the following considerations:

  • Performance: Linkage of remuneration to individual and Company performance, including achievement of strategic objectives and financial targets.
  • Competitiveness: Alignment with market standards to attract and retain top talent.
  • Incentives: Inclusion of variable pay elements, such as performance bonuses and stock options, to align with long-term interests of the Company and its shareholders.

6. Evaluation and Review

a) Performance Evaluation

- Directors: The performance of Directors shall be evaluated annually by the Board, considering their contributions, attendance, and adherence to governance practices.

- Senior Management: The performance of senior management personnel shall be evaluated based on individual and Company performance metrics, set by the Committee.

b) Policy Review

- Periodic Review: The Policy shall be reviewed periodically by the Committee to ensure its relevance and effectiveness.

- Amendments: Any changes to the Policy shall be approved by the Board of Directors and disclosed as required by regulatory authorities.

7. Disclosure

The Company shall disclose the details of the Nomination and Remuneration Policy in the Annual Report and on its website, as required by applicable laws and regulations.

8. Conclusion

Vertotech Aerospace Ltd. is committed to maintaining a robust and transparent process for the nomination and remuneration of its Directors and senior management personnel. This Policy is designed to ensure fairness, transparency, and alignment with the Company’s strategic goals and regulatory requirements.

Date of Adoption: [Insert Date]

Approved by: Board of Directors, Vertotech Aerospace Ltd.