Standard Terms and Conditions of Appointment as Independent Director
- Appointment will be as an Additional Non-Executive Independent Director on the Board of Directors of the Company is subject to the provisions of the Companies Act, 2013.
- In compliance with provisions of section 149(13) of the Companies Act, 2013, directorship is not subject to retirement by rotation.
- Notwithstanding other provisions of this letter, the appointment may be terminated on failure to meet the parameters of independence as defined in section 149(6) or on the occurrence of any event as defined in section 167 of the Companies Act, 2013.
- Upon termination or upon resignation by Independent Director for any reason, duly intimated to the Company, Independent Director will not be entitled to any compensation for loss of office.
- As a Non-Executive Independent Director expected to bring objectivity and independence of view to the Board’s discussions and to help provide the Board with effective leadership in relation to the Company’s strategy, performance, and risk management as well as ensuring high standards of financial probity and corporate governance. The Board generally meets four times in a year. Independent Director will be expected to attend Board and Board Committees meeting to which Independent Director may be appointed and Shareholders meetings and to devote such time to duties, as appropriate to discharge duties effectively.
- By accepting this appointment, Independent Director confirms that he is able to allocate sufficient time to meet the expectations from role to the satisfaction of the Board.
ROLE AND DUTIES:
Role and duties will be those normally required of a Non-Executive Independent Director under the Companies Act, 2013. There are certain duties prescribed for all Directors, both Executive and Non- Executive, which are fiduciary in nature and are as under:
- To act in accordance with the Company’s Articles of Association as may be amended from time to time.
- To act in good faith in order to promote the objects of the Company for the benefit of its members as a whole, and in the best interest of the Company.
- To discharge the duties with due and reasonable care, skill and diligence.
- Independent Director will not involve himself in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company.
- Independent Director shall not achieve or attempt to achieve any undue gain or advantage himself or his relatives, partners or associates.
- Assigning office as Director and any assignments so made shall be void.
In addition to the above requirements the Board of Directors also expect to perform the following functions:
- To constructively challenge and help develop proposals on strategy for growth of the Company.
- To evaluate the performance of management in meeting agreed goals and objectives.
- To satisfy on the integrity of financial information and that financial controls and systems of risk management are effective and defensible.
- Responsible for determining appropriate levels of remuneration of Executive Directors and have a prime role in appointing, and where necessary, removing Executive Directors and in succession planning.
- To take responsibility for the processes for accurately reporting on performance and the financial position of the Company.
- To keep governance and compliance with the applicable legislation and regulations under review and the conformity of Company’s practices to accepted norms.
STATUS OF APPOINTMENT:
- Independent Director will not be an employee of the Company and this letter shall not constitute a contract of employment. Independent Director will be paid such remuneration by way of sitting fees for meetings of the Board and its Committees as may be decided by the Board.
- The sitting fees presently paid to the Non-Executive Independent Director is Rs.10, 000/- per visit of the Board and a Committee meeting thereof.
- Independent Director will have no entitlement to any bonus during the appointment and no entitlement to participate in any employee stock option scheme operated by the Company or any Group Company.
CONFLICT OF INTEREST
- It is accepted and acknowledged that Independent Director may have business interests other than those of the Company. As a condition to appointment, Independent Director required to declare any such directorships, appointments and interests to the Board in writing in the prescribed form at the time of appointment.
- In the event that such circumstances seem likely to change and might give rise to a conflict of interest or, when applicable, circumstances that might lead the Board to revise its judgement that you are independent, this should be disclosed to both the Chairman and the Company Secretary.
REIMBURSEMENT OF EXPENSES
- In addition to the remuneration described above, the Company will, for the period of appointment, reimburse the travel, hotel and other incidental expenses incurred in the performance of role and duties during above said meetings
INDEPENDENT PROFESSIONAL ADVICE
- There may be occasions when Independent Director may consider that professional advice is required in furtherance of duties as a Director and it will be appropriate for to consult independent advisers at the Company’s expense. The Company will reimburse full cost of expenditure incurred in accordance with the Company’s policy.
- The Board of Directors will carry out an evaluation of the performance of the Board as a whole, Board Committees and Directors on an annual basis as per Company’s Policy. Appointment and reappointment of Independent Director on the Board shall be subject to the outcome of the yearly evaluation process.
DISCLOSURE OF INTEREST
- Any material interest that a Director may have in any transaction or arrangement that the Company has entered into should be disclosed no later than when the transaction or arrangement comes up at a Board meeting so that the minutes may record interest appropriately and our records are updated. A general notice of interest in any contract with a particular person, firm or company is acceptable.
CODE OF CONDUCT
- During the appointment Independent Director is required to comply with regulations as contained in Schedule IV under Companies Act, 2013, including the Code of Conduct.
- All information acquired during appointment is confidential to the Company and should not be released, either during appointment or following termination (by whatever means) to third parties without prior clearance from the Chairman unless required by law or by the rules of any stock exchange or regulatory body. On reasonable request, shall surrender any documents and other materials made available to you by the Company.
MEMBERSHIP OF COMMITTEES
- The Board of Directors may appoint Independent Director as Member I Chairman of one or more of its Committees which will be covered in a separate communication setting out the relevant committee’s terms of reference and any specific responsibilities.
- Independent Director may resign position at any time and should wish to do so, Independent Director is requested to serve a reasonable written notice of 60 days on the Board. In terms of provisions of the Companies Act, 2013, Independent Director are required to file a copy of resignation letter with the Registrar of Companies.
- Continuation of appointment is contingent on getting re-elected by the shareholders in accordance with provisions of Companies Act, 2013. Independent Director will not be entitled to compensation if the shareholders do not re-elect at any time.