Tata AIG General Insurance Company Limited

Remuneration Policy

Policy Remuneration Policy

Policy Version 4.0

Prepared by Secretarial Department /Human Resource

Department
Last Approved by Nomination and Remuneration Committee and
Board on 3rd May 2019
Last Approved by Nomination and Remuneration Committee and
Board on 12th June 2020
Last Approved by Nomination and Remuneration Committee and
Board on 6th May 2021
Last Approved by Nomination and Remuneration Committee and
Board on 6th May 2022
Last approved by Nomination and Remuneration Committee and
Board on 4th May 2023
Current approval Nomination and Remuneration Committee and
Board on 8th August 2023

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Background:
Insurance Regulatory & Development Authority of India (“IRDAI”) has issued revised guidelines
on “Remuneration of Directors and Key Managerial Persons of Insurers” on June 30, 2023,
which is applicable from Financial Year 2023-24 onwards. Tata AIG General Insurance Company
Limited (“the Company”) currently has a Remuneration Policy (“the Policy”/”this Policy”) which
defines its formal compensation philosophy to build a high-performance culture and one that
drives long term commitment to its vision and goals. In view of the new Guidelines, this Policy
has been revised to provide a framework to govern compensation of KMPs and shall apply to
them in addition to the Non-executive Directors, MD & CEO and/or whole time directors.

This Policy is applicable from Financial Year 2023-24 onwards and for such period/s as specified
in the Policy from time to time.

Remuneration Policy:

I. Objective:

a. To ensure that the compensation practices are within the regulatory framework
stipulated from time to time by IRDAI or any other relevant regulatory body.
b. To ensure effective governance of compensation and alignment of compensation
practices with prudent risk taking.
c. To lay down the remuneration policy for Non-executive Directors and Non-executive
Chairman

II. Coverage:
a. This Policy shall be applicable to Key Managerial Personnel (KMP) who shall be full-
time employees of the Company:
I. Managing Director & CEO/Whole time
Director
II. Chief Financial Officer
III. Chief Investment Officer
IV. Chief Claims Officer
V. Head- Consumer Lines
VI. Head- Commercial Lines
VII. Chief Operating Officer
VIII. Appointed Actuary
IX. Chief Compliance Officer
X. Chief Human Resources Officer
XI. Chief Underwriting Officer
XII. Chief Risk Officer
XIII. Company Secretary

b. Non-executive Directors (including independent directors and non-executive chairman)

III. Governance Structure for Compensation:

a. The Nomination and Remuneration Committee (“NRC”) has been constituted for
framing, reviewing and implementation of the Company’s Remuneration policy on
behalf of the Board and its role is as set out in the NRC Charter.

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IV. Principles for Determination of Compensation for KMPs:

Compensation to KMPs shall be determined based on the following principles:
a. The level and composition of compensation is reasonable and sufficient to attract,
retain and motivate the Key Managerial Personnel of the quality required to run
the Company successfully, which means compensation should be:
• market competitive (‘market’ for every role is defined as companies from
which the Company attracts talent or companies to which the Company
loses talent).
• driven by the role played by the individual.
• reflective of the size of the Company, complexity of the sector / industry /
Company’s operations and the Company’s capacity to pay.
b. Linkage of compensation to appropriate performance benchmarks.
c. Compensation outcomes are symmetric with risk outcomes and pay-outs thereof
are sensitive to the time horizon of the risk.
d. Compensation structure will have a proper balance between Fixed Pay and Variable
Pay.
e. The deterioration in the financial performance of the Company / business segment/
function/ individual can lead to a contraction in the total amount of variable pay, which
can even be reduced to zero for a particular year depending on the performance
outcome of the year for the individual or the Company or both.

V. Remuneration Policy for KMPs and other employees pursuant to IRDAI guidelines dated
June 30, 2023 on Remuneration of Directors and Key Managerial Persons of Insurers

a. Governance Framework:

1.1 The management will prepare annual financial and strategic plan for the Company that will
form the basis for formulating the Company Key Performance Indicators (KPI) which will
be presented to NRC and the Board of Directors. The KPI will include financial, compliance
and risk parameters.

1.2 The NRC will define Key Performance Indicators (KPIs) for the Managing Director & CEO
and other whole-time Directors (if any) and KMPs based on the financial and strategic plans
approved by the Board, and which shall at least include the following parameters:

Overall financial soundness measures which must include Net Profit with a
1 minimum Solvency ratio > 1.5
2 Compliance with Expenses of Management Regulations
3 Claim efficiency in terms of settlement and outstanding
4 Improvement in grievance redressal status
5 Reduction in Unclaimed amounts of policyholders
6 Renewal rate
7 Overall Compliance status with respect to all applicable laws

The above parameters shall constitute at least 60% of the total weightage of the
performance assessment matrix of MD & CEO and WTD (if any) and at least 30% of the total
weightage in the performance assessment matrix of other KMPs individually.

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NRC will have the discretion to configure the weightage of each performance parameter
suitably for MD & CEO and WTD (if any) and other KMPs depending on their respective
roles.

The employees engaged in internal audit, compliance and risk control functions are
compensated independent of business areas they oversee, and the compensation of such
employees is in line with rest of the Company. Compensation will be aligned to both
financial and non-financial indicators of performance including controls like risk
management, process perspective, customer perspective and others for the Company.

1.3 The NRC will recommend to the Board for approval of the fixed pay and variable pay that
includes cash bonus and ESOPSs for the MD & CEO and WTD (if any). This will be subject to
necessary approvals from the regulators and shareholders, wherever applicable. For KMPs
other than MD & CEO, the NRC will be the approving authority for fixed and variable pay.

1.4 For MD & CEO, WTD (if any) and other KMPs, the NRC will review and approve the
Company Key performance indicators for variable pay and assess the Company
achievement against such norms. Based on Company performance assessment and
individual performance assessment, for MD & CEO and WTD (if any), the NRC will
recommend the variable pay to the Board for approval. The NRC may also recommend ‘nil’
variable pay based on its assessment.

1.5 The Chief Human Resources Officer (“CHRO”) or his equivalent will be responsible for
execution of the remuneration and compensation strategy (covering both fixed pay and
variable pay) for the Company in line with the Remuneration Policy.

1.6 The NRC will work closely with the Risk Management Committee of the Board to ensure
effective alignment between remuneration and prudent risk taking.

2. Remuneration structure to have an integrated approach for fixed and variable pay:

2.1. To ensure effective alignment of remuneration with prudent risk taking, the NRC will
consider adherence to the risk framework in conjunction with business targets. The
remuneration payout schedules will be sensitive to the time horizon of risks. The
compensation budget of the Company will be based on projected levels of business and
people requirements and profitability while remaining consistent with maintenance of
sound expenses of management ratio and solvency ratio.

2.2. The total compensation will be a prudent mix of fixed pay and variable pay.

2.3. The fixed pay shall include basic salary, allowances, perquisites, benefits and retirals.

For the Company to attract and retain talent in certain key businesses and roles, it may
make changes to the components mentioned above.

In addition to the various cash components (salary, allowances etc.) the Company may
offer certain perquisites to employees depending on the grade of the Individual. The
perquisites extended could include Company car, Company leased accommodation, club
membership and any other form of benefits including reimbursable perquisites with
monetary ceilings as may be decided by the Company keeping in view the grade of the
employee.

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2.4. The variable pay will be in the form of share-linked instruments or cash or a mix of cash
and share-linked instruments. The share-linked instruments include ‘Employee stock
options’ governed by Tata AIG Employee Stock Option Plan 2022 and/or any subsequent
ESOP Plan approved by the Shareholders and Long-Term Incentive Plan.

The quantum of variable pay for KMPs will not exceed 300% of the total fixed pay in a year.
The proportion of variable pay to total compensation will be higher for senior positions
and lower for others. At least 50% of the compensation shall be variable for KMPs.
However, they can earn lesser or even zero variable pay based on various performance
criteria.

For KMPs, if the quantum of variable pay is up to 200% of the fixed pay, at least 50% of the
variable pay will be via non-cash instruments and if it is above 200% (max up to 300%) of
the fixed pay, at least 70% of the variable pay will be via non-cash instruments. A minimum
of 50% of the total variable pay will be under deferral arrangement (deferment). However,
for variable pay up to Rs. 25 lacs, no deferment shall be required.

2.5. The deferral period would be spread over a minimum period of three (3) years (deferment
period). The frequency of vesting will be on annual basis and the first vesting shall not be
before one year from the commencement of deferral period. The vesting shall be no faster
than a pro-rata basis. Additionally, vesting will not be more frequent than on a yearly basis.

2.6. In case of employee’s death or permanent disability, whole of the deferred variable pay
(Cash and share-linked instruments) shall vest in the employee’s successors, or the
employee, as the case maybe as per conditions defined in the respective variable schemes.

2.7. In case of retirement/ resignation of a KMP(s) prior to the deferral period, the deferred pay
may be paid as per the employment contract agreed between the Company and the KMP.
In case of reappointment on retirement, the deferred pay due at the time of retirement
(i.e., prior to reappointment) shall be paid only for the respective years to which it is
originally deferred.

2.8. In case of termination from the services as per the directives of court/ tribunal / other
competent Authorities, or termination by the Company in case of fraud/criminal offences
etc., the deferred pay shall be forfeited.

2.9. KMPs of the Company will not be granted or issued any sweat equity shares.

Employee Stock Options:

2.10. Employee Stock Options (ESOPs) are and will be a part of the total remuneration for
KMPs.

2.11. ESOPs, currently governed by the Tata AIG Employee Stock Option Plan 2022 (ESOP Plan)
as amended from time to time of the Company and other applicable regulations, aim at
achieving twin objectives of aligning senior management compensation to long term
shareholders’ interests and retention of employees identified as high potential. ESOPs aim
at aligning senior management behavior to long-term view of the Company’s performance.
The Company may grant ESOPs from time to time to the KMPs and other employees.

2.12. The ESOPs will be granted in accordance with the ESOP Plan, as amended from time to

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time, and duly approved by the NRC, Board and shareholders, and this Remuneration
Policy.

2.13. The ESOPs are fair valued using the Black-Scholes model and based on the valuation done
by a Category-1 Merchant Banker basis the latest financial results of the Company prior to
grant.

Joining / Guaranteed bonus:

2.14. No Guaranteed bonuses will be paid to KMPs.

2.15. Joining or sign-on bonus, if any, will occur in the context of hiring a new hiring of a KMP
and will be limited to first year. Where the joining bonus is in the form of employee stock
options, such grants will not be considered part of fixed or variable pay.

2.16. Further, other than accrued retirement benefits (such as provident fund, superannuation,
and gratuity payable on retirement) or any benefits arising under the deferred
remuneration plan/ESOP plan or any payments or benefits mandated by applicable law,
no severance pay will be paid to KMPs.

2.17. No sitting fees will be paid to Managing Director & CEO/ Whole-time Directors of the
Company for attending the meetings of the Board or Board Committees of the Company.

Other employees:
2.18. The remuneration of other employees shall comprise Fixed Pay, Variable pay and retirals.

2.19. The variable pay of other employees may consist of performance incentive, sales
incentives (for sales staff), LTIP or ESOPs as may be determined from time to time by the
Company.

2.20. In addition to the various cash components (salary, allowances etc.) the Company may
offer certain perquisites to employees depending on the grade of the Individual. The
perquisites extended could include Company car, Company leased accommodation, club
membership and any other form of benefits including reimbursable perquisites with
monetary ceilings as may be decided by the Company keeping in view the grade of the
employee.

Malus and Claw-back:

2.21. Deterioration in financial performance in the form of drop in the Profit After Tax (PAT)
from one financial year to the next by 50% or more, provided that such deterioration as
evaluated by the NRC, is not on account of changes in regulations, force majeure, market
conditions, industry performance, economic, social or other conditions outside the control of
the Company or any person. Any material gains/losses from one-time transactions that are not
in ordinary course of business would not be included while computing movement in PAT for this
purpose.

2.22. In the event of:

i. act of wilful or gross misconduct or neglect,
ii. the commission of felony, fraud, misappropriation, embezzlement, breach of trust or
an offence involving moral turpitude or breach of integrity,

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iii. gross or wilful insubordination, or

iv. any other act detrimental to the interest of the Company including and not restricted
to violation of Company Code of Ethics, violation of Framework for dealing with Conflict
of Interest, violation of rules and regulations of the Company, failure to discharge
fiduciary and regulatory duties – and in respect of which the Company would reserve
the right to institute appropriate civil, criminal, or other proceedings at the risks, costs
and consequences of such individual’s.

In deciding to apply malus/claw-back, the NRC, in its evaluation, shall take into account the
principles of proportionality and of reasonable nexus between matters of ability, capability and
expertise of the individual/s versus matters or events outside the control or even nexus of the
individual/s to the events or situations.

For the purposes of this Policy:

“Malus” shall mean forfeiture of the unvested deferred remuneration (cash/equity linked
instrument), and

“Claw-back” shall mean a contractual arrangement whereby the KMP agrees to return
previously paid or vested remuneration (cash/equity linked instruments), under certain
circumstances.

VI. Remuneration Policy for non-executive Directors (other than Non-Executive Chairman)
pursuant to IRDAI guidelines dated June 30, 2023 on Remuneration of Directors and Key
Managerial Persons of Insurers

3. The remuneration payable to non-executive/independent directors would be governed by

the provisions of Insurance Act, 1938 and the IRDAI regulations/guidelines/circulars issued from
time to time and the provisions of Companies Act, 2013 & related rules to the extent it is not
inconsistent with the provisions of the Insurance Act, 1938 and/or IRDAI
regulations/guidelines/circulars.

4. Considering the above, and subject to applicable approvals, the remuneration for the Non-
Executive/Independent Directors would be as follows:

• Sitting fee for attending each meeting of the committees and the Board as approved by the
Board from time to time within the limits as provided under Companies Act, 2013 and
related rules.
• Remuneration not exceeding ₹ 20 lakh per annum as may be approved by the Board and
Shareholders from time to time and in compliance with applicable statutes/ regulations basis
the recommendation of the NRC post completion of the annual Board evaluation process. In
case IRDAI notifies any future changes to this limit, such limit would apply on and from such
notified date.
• In addition to the sitting fees and commission, the Company may pay to any director such
fair and reasonable expenditure, as may have been incurred by the director while
performing his/her role as a director of the Company and this may include reasonable
expenditure incurred by the director for attending Board/ Committee meetings, general
meetings, court convened meetings, meetings with shareholders/ creditors/ management,
site visits, induction and training (organized by the Company for its directors) and in
obtaining professional advice from Independent advisors in furtherance of his/her duties as
a director.

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• The remuneration payable to the Non-executive Directors shall be inclusive of any

remuneration payable for services rendered by such director in any other capacity unless:
• The services rendered are of a professional nature, and
• The NRC is of the opinion that the director possesses requisite qualification for the
practice of the profession.
• Remuneration to non-executive Directors who are also on the board/s of an insurance agent
or intermediary or insurance intermediary appointed in terms of section 48A of the
Insurance Act, shall be paid subject to fulfilment of the requirements set out in the applicable
circulars, guidelines or regulations prescribed by IRDAI from time to time. However,
Company is permitted to pay sitting fees as per applicable norms under the Companies Act
2013.
• The non-executive directors shall not be entitled to ESOPs of the Company.

VII. Remuneration Policy for the Non-executive Chairman pursuant to IRDAI guidelines dated
June 30, 2023 on Remuneration of Directors and Key Managerial Persons of Insurer

5. The remuneration payable to the non-executive chairman would be governed by the

provisions of Insurance Act, 1938 and IRDAI regulations/guidelines/circulars issued from time
to time and the provisions of Companies Act, 2013 & related rules to the extent it is not
inconsistent with the provisions of the Insurance Act, 1938 and/or IRDAI
regulations/guidelines/circulars.

6. Considering the above, the permitted modes of remuneration for the non-executive chairman
may include:

• Such fixed payments at such periodicity as may be recommended by the Board, approved
by the shareholders from time to time.
• Maintaining a chairman’s office at the Company’s expense, bearing expenses for travel
on official visits and participation in various forums (both in India and abroad) as
chairman of the Company and bearing travel/halting/other expenses and allowances for
attending to his duties as chairman of the Company and any other modes of
remuneration as may be permitted by IRDAI through any circulars/guidelines as may be
issued in the future.
• Sitting fee for attending each meeting of the committees/Board as approved by the Board
from time to time within the limits as provided under Companies Act, 2013 and related
rules.

7. The non-executive chairman would be entitled to reimbursement of expenses for attending

Board/Committee meetings, official visits and participation in various forums on behalf of the
Company.

8. The NRC may review the Remuneration Policy annually in line with the strategy adopted by
the Company and changing market dynamics and the prevalent regulatory requirements.

VIII. Policy Review, Implementation & Disclosures

9. The Company shall conduct an annual evaluation of the members of the Board, Chairman, MD
& CEO and WTD (if any) to assess the effectiveness of the Board as per the requirements set
out in the Companies Act 2013 as amended from time to time. The annual Independent
Directors meeting shall inter alia review the performance of the Board (as a whole), the
Chairman and non-independent directors. The NRC shall thereafter review the performance

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of all directors as part of the annual evaluation exercise.

10.This Policy may be amended, modified, or supplemented from time to time to ensure
compliance with any modification, amendment, or supplementation to the Companies Act,
2013 and rules made there under and the IRDAI Remuneration Guidelines, as amended from
time to time, or as may be otherwise prescribed by the Board from time to time.

11.This Policy shall be reviewed annually by the NRC and Board.

12.The NRC may issue/implement such guidelines, procedures, formats and/or reporting
mechanisms to enforce this Policy as it may deem fit.

13.The particulars of remuneration of Directors, KMPs and other employees, if applicable, will be
disclosed in the Board’s Report as required under the relevant provisions of the Companies
Act, 2013 and the rules made there under and the IRDAI Remuneration Guidelines, as
amended from time to time.

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