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TERMS AND CONDITIONS OF INDEPENDENT DIRECTORS APPOINTMENT

Appointment:The appointment is for a consecutive period of five years, subject to the meeting the criteria for being an Independent Director and not being disqualified to be a Director pursuant to the applicable regulations

The appointment shall be governed as per the provisions of the Companies Act, Code of Conduct for Independent Directors, Articles of Association of the Company and fulfillment of the prescribed criteria for being appointed as an Independent Director

Appointment on the Committees of the Board:The Board of Directors (the Board) may, if it deems fit, invite a member of the Board for being appointed on one or more existing Board Committees or any such Committee that is set up in the future. The appointment on such Committee(s) will be subject to the applicable laws.

Professional Conduct:

The Independent Director shall:

  • Uphold ethical standards of integrity and probity
  • Act objectively and constructively while exercising your duties
  • Exercise the responsibilities in a bona fide manner and in the best interest of the Company
  • Refrain from any such actions that could lead to a loss of independence
  • Ensure that if circumstances arise under which there is a loss of independence they will immediately inform the Board accordingly
  • Maintain confidentiality of information of the Company
  • Assist the Company in implementing the best corporate governance practices

Roles, Duties and Responsibilities

As a member of the Board, along with the other Directors, the independent director will be collectively responsible for meeting the objectives of the Board which shall include:

  • Requirements under the Companies Act and the Rules framed there under.
  • Accountability under the Directors’ Responsibility Statement.
  • Review the Company’s business strategy, financial plan and monitor the performance of the Company
  • Review Management performance
  • Advice and counsel the Management in the area of expertise
  • Monitor and manage potential conflict of interest of the management
  • Ensure the integrity of financial information, appropriate risk management framework and regulatory compliances

Remuneration:An Independent Director will be entitled to receive sitting fees for attending meetings of the Board and Committees of which they are members as may be decided by the Board of Directors from time to time.

Conflict of interest:As a condition to the appointment commencing, independent directors are required to declare any such directorships, appointments and interests to the Board in writing in the prescribed form at the time of the appointment.

In the event of circumstances which might give rise to a conflict of interest or, when applicable, circumstances that might lead the Board to revise its judgment on the independency, the Independent Director should disclose such events to the Board.

Evaluation:The Company will carry out an evaluation of the performance of the Board as a whole, Board Committees and Directors on an annual basis. The appointment and re appointment on the Board shall subject to the outcome of the yearly evaluation process.

Code of conduct:During the tenure of the appointment, independent directors are required to comply with the code of conduct adopted by the Board of Directors and to comply with Schedule IV of the Companies Act, 2013 and other related laws from time to time.

Termination:Independent director may resign from the position at any time and should the independent director so decide, he / she is requested to serve a reasonable written notice on the Board.

Continuation of the appointment is in accordance with provisions of Companies Act, 2013, Rules made there under and the Articles of Association of the Company, from time to time in force.

The appointment may also be terminated in accordance with the provisions of the Articles of Association of the Company and the provisions of the Companies Act, 2013 and rules made there under as amended.

Confidential Information:Independent Directors shall not disclose to third parties any confidential information made available to them as an Independent Director either during their tenure of later except as permitted by law and with prior approval of the Company.