The term of appointment of an Independent Director (ID) of the Company is for a period of 5 consecutive years from the date of their appointment. Independent Directors are not liable to retire by rotation. Appointment of every independent director shall be approved by members of the Company.
Appointment of every independent director shall be approved by members of the Company. An Independent Directors will serve for not more than two terms of five years each on the Board of the Company subject to the maximum tenure of ten years as prescribed under the Companies Act, 2013. Appointment for the second term as an Independent Director shall be based on the recommendation of the Nominations & Remuneration Committee of the Board and subject to approval of the Board of Directors (the ‘Board’) and of the Shareholders by way of special resolution. The re-appointment would be considered by the Board based on evaluation of the performance and further subject to satisfying the requisite criteria of Independence as specified in the Companies Act, 2013. The appointment is also subject to the maximum permissible Directorships that one can hold as per the provisions of the Companies Act, 2013. The term Independent Director should be construed as defined under the Companies Act, 2013.
The roles and duties of the Independent Director will be those as prescribed under the Companies Act, 2013 including Rules and Regulations made there under, Guidelines/Circulars issued, as modified, amended or substituted therein from time to time and as may be applicable. There are certain duties prescribed for all Directors, both Executive and Non-Executive, which are fiduciary in nature and are inter-alia as under:
The Board has put in place a Code of Conduct and Ethics for Board of Directors (Code). Independent Directors shall abide by the Code. An annual affirmation of compliance is required to be provided by the Independent Directors on the same.
The payment of siƫng fees for Board and Committee Meetings, as well as remuneration to Independent Directors, shall be subject to the approval of the Board of Directors of the Company, in compliance with the limits and provisions prescribed under the Companies Act, 2013, and the rules framed thereunder. In addition to the remuneration described above, the Company shall reimburse actual cost incurred for travel, hotel and other incidental expenses incurred by the directors for participation in the meeting of the Board and Committees thereof in the performance of their role and duties.
It is accepted and acknowledged that the appointed IDs may have business interests other than those of the Company. Considering the same, they are required to declare any such directorships, appointments and interests to the Board in writing in the prescribed form at the time of their appointment. In the event that 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 judgments that they are independent, this should be disclosed to Company Secretary.
All information obtained during the tenure of appointment shall be treated as confidential to the Company. The Independent Director agrees that, both during and aŌer the term of appointment, they will not use, disclose, or permit the disclosure of any confidential information relating to the Company, its subsidiaries, group, or associate companies acquired by virtue of their position, including but not limited to information regarding Board deliberations, for personal or third-party benefit.
This obligation shall not apply to any information that becomes publicly available through no fault or breach of the terms by the Independent Director.
Independent Directors may resign from their position at any time and if they wish to do so, they are requested to serve a reasonable written notice on the Board. Continuation of their appointment is contingent on geƫng re-elected by the members in accordance with provisions of Companies Act, 2013, the Rules framed thereunder and the Articles of Association of the Company, from time to time in force. They will not be entitled to compensation if the members do not re-elect them at any time. Their appointment may also be terminated in accordance with the provisions of the Articles of Association of the Company from time to time in force.
The performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The re-appointment of independent director shall be on the basis of report of performance evaluation.
The directors are granted an indemnity from the Company in respect of liabilities incurred as a result of their office, to the extent permitted by law.
In line with the provisions of Schedule IV to the Act, the letter of appointment will be open for inspection by any member of the Company and the Company will also post the terms and conditions of the appointment on the Company’s website.
The appointment and the terms hereunder are governed by the laws of India