decided by the Managing Director & CEO and Executive Director in consultation

with the Human Resources Department.

The NRC may approve grant of stock options to employees in certain grade /

category under Employees Stock Option Plan of the Company, subject to

fulfillment of eligibility criteria.

5.5 The remuneration, performance appraisal and rewards of Members of Senior

Management and other employees, shall be in line with the stated business

objectives.

5.6 The annual increments for the Senior Management and KMP (other than Whole

Time Directors) and other employees shall be linked to their overall performance

and as decided by the Managing Director & CEO and Executive Director in

consultation with their Reporting Managers and Human Resources Department.

5.7 Employees must conduct themselves to ensure that no breach is committed of

the provisions of Code of Conduct, HDFC ERGO’s Securities Dealing Code,

Standard Operating Processes (SOPs) and all other relevant and applicable

policies and codes. Any such breach will have a direct bearing on their

performance appraisal and rewards and shall also attract appropriate disciplinary

action.

6. Disclosures in the Board’s Report

6.1 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, this Policy shall be the salient features of this policy and changes, if any

along with said web address and the particulars of remuneration of Directors,

KMPs, Senior Management and other employees, to the extent applicable shall

be disclosed in the Board’s Report .

7. Policy review

7.1 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, the Memorandum and Articles of

Association of the Company or as may be otherwise prescribed by the Board

from time to time

7.2 This Policy shall be subject to annual review by the NRC.

7.3 The NRC may issue/implement such guidelines, procedures, formats and/or

reporting mechanisms to enforce this Policy as it may deem fit.