The terms and conditions of appointment of the Independent Directors of the Company in accordance with the requirements of the provisions of the Companies Act, 2013 and Listing Agreement:
1. The appointment of a Director as an 'Independent Non-Executive Director' on the Board of Directors of the Company is subject to the provisions of the Act and rules framed thereunder. Further such appointment of an Independent Non-Executive Director shall not be liable to retirement by rotation as per the provisions of section 149(13) of the Act.
2. Notwithstanding other provisions of this Letter, the appointment may be terminated in accordance with the provisions of the Articles of Association of the Company or 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 Act.
3. Upon termination or upon resignation for any reason, duly intimated to the Company, Director shall not be entitled to any compensation for loss of office.
4. By accepting this appointment, the Director confirms that he/she is able to allocate sufficient time to meet the expectations from the role to the satisfaction of the Board.
During the tenure of office, Independent directors may be requested to serve on one or more Committees of the Board and in the event of acceptance of such request(s) they will be provided with the relevant Committee's terms of reference and specific responsibilities.
ROLE, DUTIES AND RESPONSIBILITIES
The role and duties will be those normally required of a Independent Non-Executive Director under the Companies Act, 2013 and Listing Agreement. There are certain duties prescribed for all Directors, Both Executive and Non-Executive, which are fiduciary in nature and are as under:
I. To act in accordance with the Company's Articles of Association as may be amended from time to time;
II. 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;
III. To discharge their duties with due and reasonable care, skill and diligence;
IV. To not involve himself / herself in a situation in which they may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company;
V. To not achieve or attempt to achieve any undue gain or advantage either to self or to their relatives, partners or associates;
VI. To not assign his/her office as Director and any assignments so made shall be void.
Independent Directors are expected to attend:
a. Regular Board / relevant Committee meetings and ensure that they have read and understood the contents of all the documents and information provided to them in relation to each Board of Directors / Committee meetings and pursue such additional enquiries as they consider necessary and appropriate to be informed with respect to the Company's financial and operational performance;
b. The annual general meeting of the Company;
c. Such other programs / meetings as may be decided by the Board.
CONFLICT OF INTEREST :
Independent Directors are required to promptly notify any change in their Directorships, appointments and interest in any manner whatsoever. In the event that circumstances seem likely to change and could give rise to a conflict of interest or, when applicable, circumstances that lead the Board to revise its judgment on director's independence, the same should be disclosed to both the Chairman and the Company Secretary of the Company
CODE OF CONDUCT :
Independent Director is required to comply with regulations as contained in Schedule IV under Companies Act, 2013, including the following codes of conduct of the Company:
i. Code of Conduct for Board of Directors and Senior Management;
ii. Code of Internal Procedure and Code for prevention of Insider Trading in securities of the Company;
iii. Other policies as may be applicable to Independent Directors including as a Director of the Company from time to time
The Independent Directors are required to make disclosure of interest as per Section 184 as well as declaration of independence as per Section 149 of the Act and Regulation 16(1)(b) read with Regulation 25(8) of the Listing Regulations and should not participate in the meeting on any contract or arrangement in which the concerned director is interested.
STATUS OF APPOINTMENT :
You will not be an employee of the Company and this letter shall not constitute a contract of employment. You will be paid sitting fees for meetings of the Board and its Committees as may be decided by the Board and approved by the Shareholders from time to time. The sitting fees presently paid to the Non-Executive Independent Director is Rs. 20,000/- per meeting of the Board & Audit Committee and Rs. 10,000/- for any other Committee.
The Independent Director will not have any 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.
REIMBURSEMENT OF EXPENSES :
In addition to the sitting fees described above, the Company will, for the period of the appointment, reimburse for travel, hotel and other incidental expenses as may be incurred in the performance of the role and duties by Independent Director.
EVALUATION PROCESSES :
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 excluding the Director being evaluated.
All information acquired during the tenure of Independent directors is confidential to the Company and shall not be released, either during the 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 Sock Exchange or any regulatory body.
PUBLICATION OF THE LETTER OF APPOINTMENT :
In line with provision of Schedule IV, under Companies Act, 2013, the Company will make public the terms and conditions of such appointment and will also arrange for it to be displayed on the Company's website.
RESIGNATION OR REMOVAL :
The resignation or removal of an Independent Director shall be in the manner as provided under Sections 168 and 169 of the Companies Act, 2013.
This letter and any non-contractual obligations arising out of or in connection with this letter are governed by and shall be construed in accordance with, the laws of India, and the parties agree to submit to the exclusive jurisdiction of the courts in India.