TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT ...
TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS The Board ensures that there is appropriate balance of skills, experience and knowledge in the Board during selection process so as to enable the Board to discharge its functions and duties effectively. The appointment of Independent Director(s) of the Company is approved at the meeting of the shareholders. The Board always ensures that the Independent Director proposed to be appointed fulfils the conditions specified in the Act and the Rules made thereunder and that the proposed director is independent of the management and a statement to that effect is included in the explanatory statement attached to the notice of the meeting. The terms and conditions for the appointment of the Independent Director are enumerated below: a) The appointment is for a term of 5 (five) years commencing from the date of appointment; b) The appointment is subject to the maximum permissible Directorships that one can hold as per the provisions of the Companies Act, 2013; c) As an Independent Director, he will be bound by the Code for Independent Directors as mentioned under Schedule IV to the Companies Act, 2013; d) During the term of the appointment, the Independent Director may be asked to serve on one or more of the Board Committees including Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee or such committee of the Board of the Directors from time to time; e) The Independent director will be paid sitting fees for attending Board Meeting/Committee Meeting; f) All expenses incurred by the Board of Directors for attending the meetings and events of the Company will be reimbursed at actuals; g) The Independent Director must apply the highest standards of confidentiality and not disclose to any person or company (whether during the course of the appointment or at any time after its termination) any confidential information concerning the Company and any Group Companies (including wholly owned subsidiaries) with which he comes into contact by virtue of his position as an Independent Director of the Company; h) An Independent Director will be liable only in respect of such acts of omission or commission by a company which had occurred with his knowledge, attributable through Board process, and with his consent or connivance or where he had not acted diligently; i) Independent directors shall not be liable to retire by rotation; j) Performance of the Independent Director as well as the performance of the entire board will be evaluated annually as may be required under the provisions of law; k) The directorship position will be terminated in accordance with the Companies Act, 2013, Listing Agreement and other applicable regulations. The Company may terminate the appointment with immediate effect in case of any serious or repeated breach; l) The director can voluntarily resign on submission of notice of resignation with sufficient reasons to the Board of Directors of the Company. RESPONSIBILITIES 1. To undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company; 2. To strive to attend all meetings of the Board of Directors and of the Board committees of which they are a member; 3. To strive to attend the general meetings of the company;
4. Independent directors along with other directors will collectively be responsible for meeting the objectives of the board which include: a) Requirements under the Companies Act, 2013 b) Responsibilities of the board as outlined in SEBI(LODR)Regulations, 2015 c) Accountability under the Director Responsibility Statement 5. To exercise due care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances and shall also exercise independent judgment; 6. To monitor the Company’s progress towards its goals and to revise and alter its direction in light of changing circumstances; 7. To approve and monitor compliance with all significant policies and procedures by which the Company is operated; 8. To act in accordance with the laws and regulations of the country and the Memorandum and Articles of Association of the Company; 9. To ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use; 10. To report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy; 11. To act within the authority, assist in protecting the legitimate interests of the company, shareholders and its employees.
4. Independent directors along with other directors will collectively be responsible for meeting the objectives of the board which include: a) Requirements under the Companies Act, 2013 b) Responsibilities of the board as outlined in SEBI(LODR)Regulations, 2015 c) Accountability under the Director Responsibility Statement 5. To exercise due care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances and shall also exercise independent judgment; 6. To monitor the Company’s progress towards its goals and to revise and alter its direction in light of changing circumstances; 7. To approve and monitor compliance with all significant policies and procedures by which the Company is operated; 8. To act in accordance with the laws and regulations of the country and the Memorandum and Articles of Association of the Company; 9. To ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use; 10. To report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy; 11. To act within the authority, assist in protecting the legitimate interests of the company, shareholders and its employees.
