Remuneration Committee

Updated on April 12, 2024
Article byPrakhar Gajendrakar
Edited byPrakhar Gajendrakar
Reviewed byDheeraj Vaidya, CFA, FRM

Remuneration Committee Meaning

A remuneration committee is a group of independent board members created to set the remuneration of senior-level employees, executives, and directors. This committee aims to ensure that the company’s executive compensation is fair, competitive, and aligned with the organization’s goal.

Remuneration Committee

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The remuneration committee typically consists of independent directors appointed by the board of directors. The board of directors often points out and presents important matters for solutions and decision-making before the committee. In addition, the committee may review and approve the performance metrics used to evaluate the executive’s performance and determine the compensation.

Key Takeaways

  • The remuneration committee establishes and reviews executive directors’ compensation and employment documents. It is comprised of an elected board of independent directors who are responsible for this task.
  • A company must fulfill specific requirement criteria to establish the remuneration committee, which can only serve at its discretion.
  • The committee must arrange at least four meetings annually to discuss and fulfill its responsibilities.
  • Moreover, the remuneration committee application is more common in larger, publicly traded companies with complex executive structures.

Remuneration Committee Explained

The remuneration committee oversees and determines the compensation packages of the company’s executives and directors. Of course, in any company, the human resources department makes the staff recruitment, compensation, and selection of lower and mid-level employees. Still, the remuneration committee does it regarding the board of directors and top management designations, like the CEO, CFO, CHRO, general secretary, executive directors, and board members.

The functions of the remuneration committee are broad. Hence, the committee’s primary role is to attract and retain top talent and motivate executives to achieve the company’s objectives. The board members are entitled to report and oblige to the guidelines established by the remuneration committee in corporate governance. In addition, the company bears the cost of sitting fees of independent directors consisting of the group.

Therefore, for forming any such committee, specific requirements and all the remuneration committee terms of reference must be met to ensure the smooth functioning of the entire managerial process. Besides, every company can have its rules and regulations, strategies, operation, management, monitoring, and scope of work and implementation decided by the board of directors.

Moreover, remuneration committees are generally most common in larger organizations, mainly those with complex executive compensation structures or a significant number of senior employees. Therefore, the applicability of a remuneration committee depends on the jurisdiction, size, and organization’s ownership structure. Overall, this committee’s primary objective is to ensure that the company’s executive repayment aligns with the interest of shareholders and the firm’s long-term success.

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The composition of this committee is as follows –

  • The committee shall comprise at least three or more independent directors.
  • The committee holds an equal proportion of non-executive and executive directors.
  • The board chairperson can be administrative or non-executive but shall be an independent director from amongst the committee but should not chair the committee.
  • Therefore, the committee should possess the relevant expertise and experience in remuneration practices, including knowledge of market trends and regulations.
  • The company’s chief human resource officer (CHRO) shall assist the committee in managing and may or may not attend the meetings on the invitation.
  • There shall be a company secretary enacting the duty of recording and taking good minutes of the sessions, proceedings, and reporting.
  • Besides, the committee member should be appointed for a fixed term. And, therefore there should be a limit to the number of times they can serve.


The requirements for the compensation committee are –

  • The committee members shall meet the independence requirements of the New York Stock Exchange listing standards.
  • The committee shall be applicable with the provisions of the Securities Exchange Act of 1934.
  • Another essential requirement is that all members meet the nonemployee director definition of rule 16b-3 promulgated under the Securities Exchange Act’s Section 16.
  • Besides, the committee may seek external advice from independent consultants or advisors to assist in decision-making.
  • The board shall appoint and remove the members of the remuneration committee.
  • The committee members must disclose their policies and decisions regarding executive compensation to shareholders in the company’s annual report.


The roles of the remuneration committee are as follows:

  • The committee is responsible for reviewing and approving the company’s CEO and their compensation and evaluating the CEO’s performance.
  • Only the committee helps set the CEO’s benefits, severance, agreement, and equity provision, including bonuses and other perks parallel to the objectives.
  • This committee establishes appropriate performance metrics for executives that align with the company’s strategic goals.
  • It is also a crucial responsibility of the committee to make recommendations to the board about reviewing the compensation policies to assess and mitigate any risk in the guidelines and present new protocols.
  • Among other duties, the committee also does help the board about attracting and retain quality directors required based on their performance.
  • It sets up the entire criteria, including the qualifications, skills, attributes, and other expertise, knowledge, and experience needed for any individual to be eligible for a director’s position.
  • To review the selected candidates appointed as executive and non-executive directors and independent directors.
  • The committee does evaluate the committee structure and composition annually and recommends the appointment of new directors if required.
  • Moreover, the directors of this committee are also responsible for the selection, recruitment, and selection of senior and top-level management, CFO, head HR, etc.
  • To create a CEO succession plan and develop an annual review and self-evaluation process for the committee’s performance.
  • With the cooperation of the CEO, review the executive directors timely, most commonly in each quarter.
  • Maintain and exercise timely contact with the company leadership. It includes interaction, data review, and annual process integration.
  • To introduce and initiate corporate governance guidelines in the company and oversee, monitor, manage, and administer them occasionally, reviewing processes and making amendments when required.
  • Help in creating a board diversity policy.
  • To reassess the committee’s charter adequacy and recommend changes to the board.

Frequently Asked Questions (FAQs)

Who are the members of the remuneration committee?

The committee consists of independent non-executive directors. It is done to ensure there is no conflict of interest regarding the compensation structure of senior management. They are also called outside directors who do not share, own or enjoy any form of relationship or benefits with the company apart from the sitting fees.

What is the remuneration committee in corporate governance?

The remuneration committee ensures the board establishes applicable corporate governance policies and monitors the guidelines. Therefore, the committee must review the procedures annually and make necessary changes.

Can the CEO be a member of the remuneration committee?

It is generally not recommended for the CEO to be a member of this committee. Since the CEO is responsible for the company’s overall performance and strategy, allowing the CEO to sit on the compensation committee can create conflicts of interest, as the CEO would be involved in setting their remuneration.

This article has been a guide to Remuneration Committee and its meaning. We explain the topic in detail with its roles, composition, and requirements. You may also find some useful articles here –