- To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

- To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies, in the hotel industry.

- To carry out evaluation of the performance of Directors, as well as Key Managerial and Senior Management personnel.

- To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company’s operations.

- To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

In the context of the aforesaid criteria the following policy has been formulated by the Nomination and Remuneration Committee and adopted by the Board of Directors at its meeting held on 12th April, 2015.

This policy shall be effective from 1stApril, 2014.

The Nomination and Remuneration Committee has been re-constituted in the Board Meeting held on 27th March, 2021 and now the committee comprises of the following Directors:

The Board has the power to reconstitute the Committee consistent with the Company's policy and applicable statutory requirement.

Definitions

• - Board means Board of Directors of the Company.
• - Directors mean Directors of the Company.
• - Committee means Nomination and Remuneration Committee of the Company as Constituted or reconstituted by the Board.
• - Company means MAYFAIR Hotels and Resorts Limited.
• - Independent Director means a director referred to in Section 149(6) of the Companies Act, 2013.
• - Key Managerial Personnel (KMP) means
  • i) Executive Chairman and / or Managing Director;
  • ii) Whole-time Director;
  • iii) Chief Financial Officer;
  • iv) Company Secretary;
  • v) Such other officer as may be prescribed under the applicable statutory provisions / regulations
• Senior Management
  means personnel of the company occupying the position of Vice President (VP) of the unit/division or Vice President including Vice President of any unit / division of the Company.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein, but defined In the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

Applicability

The Policy is applicable to

• - Directors (Executive and Non-Executive)
• - Key Managerial Personnel
• - Senior Management Personnel

General

The Policy is applicable to

• - Directors (Executive and Non-Executive)
• - Key Managerial Personnel
• - Senior Management Personnel

• - This Policy is divided in three parts: Part - A covers the matters to be dealt with and recommended by the Committee to the Board. Part – B covers the appointment and nomination and
  • - This Policy is divided in three parts: Part - A covers the matters to be dealt with and recommended by the Committee to the Board. Part – B covers the appointment and nomination and Part - C covers remuneration and perquisites etc.
  • - The key features of this Company's policy shall be included in the Board's Report.

  PART-A

  MATTERS TO BE DEALT WITH PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION AND REMUNERATION COMMITTEE

  The Committee shall:

  • - Formulate the criteria for determining qualifications, positive attributes and independence of a director.
  • - Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.
  • - Recommend to the Board appointment and removal of Director. KMP and Senior Management Personnel.

  PART-B

  POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT

  Appointment Criteria and qualifications:

  • 1- The Committee shall identity and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.
  • 2- A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification,expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.
  • The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

  Term / Tenure

  1. Managing Director/Whole-time Director:

  - The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

  2. Independent Director-

  - An Independent Director shall hold office for a term up to one consecutive year on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

  No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of one year of ceasing to become an Independent Director. Provided that an Independent Director has not, during the said period of one year, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

  
  

  Evaluation:

  The Board shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel annually

  
  

  Removal:

  Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations, the Committee may recommend to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Art, rules and regulations.

  
  

  Retirement:

  The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act. 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

  PART–C

  POLICY RESTING TO THE REMUNERATION FOR THE WHOLE TIME DIRECTOR AND SENIOR MANAGEMENT PERSONNEL

  General:

  • 1- The remuneration / compensation / commission etc. to the Whole-.time Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/ compensation/commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.
  • 2- The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company and as per the provisions of the Companies Act, 2013, and the rules made thereunder.
  • 3- Increments to tie existing remuneration I compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director, Increments will be effective from 1stOctober in respect of a Whole-time Director and 1st April-in respect of other employees of the Company.
  • 4- Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer. Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

  Remuneration to Whole-time /Executive / Managing Director, KMP Senior Management Personnel.

  • 1- Fixed
    pay The Whole-time Director /KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including, employer’s contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.
  • 2- Minimum Remuneration:
    If, in any financial year. the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions with Special Resolution.
  • 3- Provisions for excess remuneration:
    If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act. 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such suns to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

  
  

  Remuneration to Non- Executive/ Independent Director

  • 1- Remuneration / Commission
    The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013 and the rules made thereunder.
  • 2- Sitting Fees:
    The Non-Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rs. One lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.
  • 3- Commission
    Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Companies Act, 2013.
  • 4- Stock Options:
    An Independent Director shall not be entitled to any stock option of the Company.

  This policy was amended and approved by the Board of Directors of the Company on March 27, 2021

  Part - C covers remuneration and perquisites etc.
• - The key features of this Company's policy shall be included in the Board's Report.

PART-A

MATTERS TO BE DEALT WITH PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION AND REMUNERATION COMMITTEE

The Committee shall:

• - Formulate the criteria for determining qualifications, positive attributes and independence of a director.
• - Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.
• - Recommend to the Board appointment and removal of Director. KMP and Senior Management Personnel.

PART-B

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT

Appointment Criteria and qualifications:

• 1- The Committee shall identity and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.
• 2- A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification,expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.
• The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

Term / Tenure

1. Managing Director/Whole-time Director:

- The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

2. Independent Director-

- An Independent Director shall hold office for a term up to one consecutive year on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of one year of ceasing to become an Independent Director. Provided that an Independent Director has not, during the said period of one year, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

Evaluation:

The Board shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel annually

Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations, the Committee may recommend to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Art, rules and regulations.

Retirement:

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act. 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

PART–C

POLICY RESTING TO THE REMUNERATION FOR THE WHOLE TIME DIRECTOR AND SENIOR MANAGEMENT PERSONNEL

General:

• 1- The remuneration / compensation / commission etc. to the Whole-.time Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/ compensation/commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.
• 2- The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company and as per the provisions of the Companies Act, 2013, and the rules made thereunder.
• 3- Increments to tie existing remuneration I compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director, Increments will be effective from 1stOctober in respect of a Whole-time Director and 1st April-in respect of other employees of the Company.
• 4- Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer. Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

Remuneration to Whole-time /Executive / Managing Director, KMP Senior Management Personnel.

• 1- Fixed
  pay The Whole-time Director /KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including, employer’s contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.
• 2- Minimum Remuneration:
  If, in any financial year. the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions with Special Resolution.
• 3- Provisions for excess remuneration:
  If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act. 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such suns to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

Remuneration to Non- Executive/ Independent Director

• 1- Remuneration / Commission
  The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Companies Act, 2013 and the rules made thereunder.
• 2- Sitting Fees:
  The Non-Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rs. One lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.
• 3- Commission
  Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Companies Act, 2013.
• 4- Stock Options:
  An Independent Director shall not be entitled to any stock option of the Company.

This policy was amended and approved by the Board of Directors of the Company on March 27, 2021

2.1 In compliance of the above requirements, Mayfair Hotels and Resorts Ltd, (MHRL), being Company, with borrowings in excess of Rs 50 Crores has established a Vigil Mechanism and formulated a Policy in order to provide a framework to protect employees wishing to raise concern about serious irregularities within the company.

3.1 The Vigil (Whistle Blower) Mechanism aims to provide a channel for the Directors and employees to report to the concerned authorities genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy.
3.2 The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express their concerns without fear of punishment or unfair treatment.
3.3 The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in appropriate cases.
3.4 This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.

4.1 “Protected Disclosure” means a written communication of a concern made in good faith, which discloses or demonstrates information that may evidence an unethical or improper activity under the title “SCOPE OF THE POLICY” with respect to the Company. It should be factual and not speculative and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.
4.2 “Subject” means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.
4.3 “Vigilance Officer/Vigilance Committee or Committee” is a person or Committee of persons, nominated/appointed to receive protected disclosures from whistle blowers, maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the Whistle Blower the result thereof.
4.4 “Disciplinary Action” means any action that can be taken on completion of / during the investigation proceedings by the Competent Authority as he/she deems fit considering the gravity of the matter.
4.5 “Employees” mean the entire employee force who are working for Mayfair Hotels and Resorts Limited.
4.6 “Improper Activity” means unethical behavior, actual or suspected fraud, embezzlement etc., violation of the Company’s general guidelines on conduct, moral turpitude, unlawful conduct etc. by an employee of Mayfair Hotels and Resorts Limited.
4.7 “Investigators” means those persons authorized, appointed, consulted or approached by the Competent Authority in connection with conducting investigation into a protected disclosure.
4.8 “Subject” means a person against or in relation to whom a protected disclosure is made or evidence gathered during the course of an investigation.
4.9 “Whistle Blower” is a director or employee who makes a Protected Disclosure under this Policy and also referred in this policy as complainant.

5.1 Whistle Blower/Vigil Mechanism Policy shall be applicable for all employees and to all Directors of Mayfair Hotels and Resorts Limited.

5.2 The Policy is an extension of the Code of Conduct for Directors & Senior Management Personnel and covers disclosure of any unethical and improper or malpractices and events which have taken place/ suspected to take place involving:

• 1. Breach of the Company’s Code of Conduct
• 2. Breach of Business Integrity and Ethics
• 3. Breach of terms and conditions of employment and rules thereof
• 4. Intentional Financial irregularities, including fraud, or suspected fraud
• 5. Deliberate violation of laws/regulations
• 6. Gross or Wilful Negligence causing substantial and specific danger to health, safety and environment
• 7. Manipulation of company’s data/records
• 8. Pilferation of confidential/propriety information
• 9. Gross Wastage/misappropriation of Company funds/assets
• 10. Any other Act may be considered as an offence by the Committee.
• 11. Any act affecting the goodwill of the Company

6.1 Terms that have not been defined in this Policy shall have the same meaning assigned to them in the Companies Act, 2013 as amended from time to time.

7.1 All Protected Disclosures should be reported in writing by the complainant as soon as possible, not later than 30 days after the Whistle Blower becomes aware of the same and should either be typed or written in a legible handwriting .
7.2 The Protected Disclosure should be submitted under a covering letter signed by the complainant in a closed and secured envelope and should be super scribed as “Protected disclosure under the Whistle Blower policy” or sent through email with the subject “Protected disclosure under the Whistle Blower policy”.
7.3 If the complaint is not super scribed and closed as mentioned above, the protected disclosure will be dealt with as if it is a normal disclosure.
7.4 All Protected Disclosures should be addressed to the Vigilance Officer of the Company or to the Chairman of the Audit Committee in appropriate cases.
7.5 The contact details of the Vigilance Officer are as under:-
Name and Address – Sri Prasant Das, Area Vice-President (Operations)
                     8B, Jaydev Vihar, Bhubaneswar -751013.
7.6 In order to protect the identity of the complainant, the Vigilance Officer will not issue any acknowledgement to the complainants and they are not advised neither to write their name / address on the envelope nor enter into any further correspondence with the Vigilance Officer.
7.7 Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance Officer.
7.8 On receipt of the protected disclosure the Vigilance Officer shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.

8.1 Investigation shall be launched if the Competent Authority is satisfied after
Preliminary review that:

• a) The alleged act constitutes an improper or unethical activity or conduct; and
• b) The allegation is supported by information and specific enough to be investigated or in cases where the allegation is not supported by specific information; it is felt that the concerned matter deserves investigation.

8.2 The decision taken by the Competent Authority to conduct an investigation is by itself not to be construed as an accusation (ilzam) and is to be treated as a neutral fact finding process.
8.3 The identity of the subject(s) and the Whistle Blower will be kept confidential.
8.4 Complainant(s) will normally be informed of the allegations at the commencement of a formal investigation and will be given opportunities for providing their inputs during the investigation.
8.5 Complainant(s) shall have a duty to co-operate with the Investigator(s) during investigation to the extent that such co-operation will not compromise self-incrimination protections available under the applicable laws.
8.6 Complainant(s) have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be influenced, threatened or intimidated by the Complainant(s).
8.7 Unless there are compelling reasons not to do so, Complainant will be given the opportunity to respond to material findings contained in an investigation report. No allegation of wrongdoing against a Complainant(s) shall be considered as maintainable unless there is good evidence in support of the allegation.
8.8 The investigation shall be completed normally within 60 days of the date of receipt of the protected disclosure or such extended period as the Competent Authority may permit for reasons to be recorded.
8.9 Complainant(s) have a right to be informed of the outcome of the investigation.
8.10 Investigators(s) are required to conduct a process towards fact finding and analysis. Investigator(s) shall derive their authority from Competent Authority when acting within the course and scope of their investigation. The Investigator(s) shall submit his/their report to the Competent Authority.
8.11 All Investigators shall perform their role in an independent and unbiased manner; Investigators have a duty of fairness, objectivity, thoroughness, ethical behaviours and observance of professional standards.Investigators will not tamper /destroy evidence.
8.12 All Investigators are authorized to take reasonable steps including reprimand against the Whistle blower in case of repeated frivolous complaints.

9.1 If an investigation leads to a conclusion that an improper or unethical act has been committed, the Chairman of the Audit Committee shall recommend to the Board of Directors of the Company to take such disciplinary or corrective action as it may deem fit.
9.2 Any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.
9.3 A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee and the Board.
9.4 A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the Subject to the Vigilance Officer or the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.

10.1 The complainant, Vigilance Officer, Members of Audit Committee, the Subject and everybody involved in the process shall, maintain confidentiality of all matters under this Policy, discuss only to the extent or with those persons as required under this policy for completing the process of investigations and keep the papers in safe custody.

11.1 No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure under this policy. Adequate safeguards against victimisation of complainants shall be provided.
11.2 The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure.
11.3 The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law.
11.4 Any other employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

12.1 While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.
12.2 Protection under this Policy would not mean protection from disciplinary action arising out of false or baseless allegations made by a Whistle Blower knowing it to be false or baseless or with a mala fide intention.
12.3 Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious, shall be liable to be prosecuted.

13.1 The Whistle Blower shall have right to access to Chairman of the Audit Committee directly in appropriate cases and the Chairman of the Audit Committee is authorized to prescribe suitable directions in this regard.

14.1 Directors and Employees shall be informed of the Policy by publishing on the notice board and the website of the Company.

15.1 All Protected disclosures in writing or documented along with the results of Investigation relating thereto, shall be retained by the Company for a period of 5 (five) years or such other period as specified by any other law in force, whichever is more.

16.1 The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modifica16.1 The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the Directors and employees unless the same is not communicated in the manner described as above.tion will be binding on the Directors and employees unless the same is not communicated in the manner described as above.