Appointment Letter of Independent Director
2.2. Your Duties
As an Independent Director you will:
- Undertake appropriate induction and regularly update and refresh your skills, knowledge and familiarity with the Company;
- Seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the Company;
- Strive to attend all meetings of the Board and of the Committees of which you are a member;
- Attend meeting(s) of the independent directors of the Company to:
- review the performance of non-independent directors and the Board as a whole;
- review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; and
- Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties;
- Participate constructively and actively in the any Committees in which you are a chairperson or member;
- Strive to attend the general meetings of the Company;
- Where you have concerns about the running of the Company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that your concerns are recorded in the minutes of the Board meeting
- Keep yourself well informed about the Company and the external environment in which it operates;
- Not to unfairly obstruct the functioning of an otherwise proper Board or Committee;
- Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure yourself that the same are in the interest of the Company;
- 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;
- Report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy;
- Acting within your authority, assist in protecting the legitimate interests of the Company, shareholders and its employees;and>
- Not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.
In addition to the above, your conduct will be governed by applicable laws and guidelines as may be applicable and in force from time to time.The aforementioned guidelines for professional conduct and dutiesand responsibilities of directors shall be deemed to be incorporated into this letter of appointment and shall form an integral part of this letter.Refer Annexure-A for details.
2. Remuneration and Reimbursement of Expenses
- You will be paid sitting fees for attending the meetings of the Board and its Committeesas has been resolved by the Board or may hereafter be resolved.Currently the Company pays Rs50,000 for each meeting of the Board, Rs.25,000 for each Audit Committee and Rs. 20,000 for each other Committee meetings,
- In addition, the Board may, depending upon recommendation of the Nomination & Remuneration Committee of the Board,consider payment of pay remuneration by way of commission subject to approval of the shareholders.
- The remuneration shall be subject to applicable taxes and the Company may withhold therefrom any amounts as are required to be withheld pursuant to applicable laws. Any tax liability arising in respect of payments made pursuant your remuneration shall be borne solely by you.
- In addition to the remuneration described above the Company will, for the tenure of your appointment, reimburse you for the travel, hotel and other incidental expenses incurred by you from time to time in the performance of your role and duties as a director of the Company.
3. Conflict of Interest
- It is accepted and acknowledged that you may have directorships/ business interests other than those of the Company. As a condition precedent to your appointment commencing, you are required to declare your directorships, appointments and interests to the Board in writing in the prescribed form. Thereafter, you need to make additional/ fresh disclosures whenever there is a change or potential change in your disclosed interest and also annually before the commencement of each financial year. Additionally, you shall also give an annual declaration that you meet all the criteria for independence as specified in Section 149 of the Act.
- In the event that circumstances 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 the Board immediately through the Company Secretary.
- The Company is required to include in its annual accounts a note of any material interest that a Director may have in any transaction or arrangement that the Company has entered into. Such interest should be disclosed no later than when the transaction or arrangement comes up at a Board meeting so that the minutes may record your interest appropriately and our records are updated. A general notice that you are interested in any contracts with a particular person, firm or company is acceptable.