1. Remuneration & Expenses:
Independent Directors shall be paid a Sitting fee of ________ for each of the Board Meeting attended subject to applicable taxes.
In addition to above, they will also be entitled for reimbursement of travel, hotel and other incidental expenses incurred in the performance of their role and duties.
2. Committees
Your appointment on Board Committee(s) will be subject to the applicable regulations and terms of reference.
3. Role, duties and Responsibilities:
The role and duties will be those as required under the Companies Act, 2013 which shall inter-alia include:
Professional Conduct
- Uphold ethical standards of integrity and probity.
- Act objectively and constructively while exercising their duties.
- Exercise responsibilities in a bona fide manner in the best interests of the company.
- devote sufficient time and attention to his professional obligations for informed and balanced decision making;
- Not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;
- Not abuse his position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;
- Refrain from any action that would lead to loss of his independence;
- Where circumstances arise which make an independent director lose his independence, the independent director must immediately inform the Board accordingly;
- Assist the company in implementing the best corporate governance practices.
Role and Functions
- Bring an independent judgment to Board deliberations.
- Bring an objective view in the evaluation of the performance of board and management.
- Scrutinize the performance of management in meeting goals.
- Safeguard the interests of all stakeholders, particularly minority shareholders.
- Satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible.
- Balance the conflicting interests of stakeholders.
- Seek appropriate clarification/information before approving decisions.
- Moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.
Duties
- Undertake appropriate induction and regularly update and refresh their 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 of Directors and of the Board committees of which he is a member;
- Participate constructively and actively in the committees of the Board in which they are chairpersons or members;
- Strive to attend the general meetings of the company;
- Where they 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 their concerns are recorded in the minutes of the Board meeting;
- Keep themselves 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 of the Board;
- Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves 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 his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
- 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.
4. Liability:
The liability that devolves pursuant to the appointments would be as per the applicable laws and Articles of Association of the Company.
5. Conflict of Interest:
During the term, you 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 their independence, the same should be disclosed to the Chairman of the Company.
6. Evaluation Processes:
The performance evaluation shall be done annually by the entire Board of Director excluding the directors being evaluated. You will participate in reviewing the performance of the Board as a whole and the other Directors on annual basis.
7. Code of Conduct:
During the tenure as Independent Director, you are required to comply with the Code of Conduct as provided in Schedule IV to the Companies Act, 2013. You are also requested to give a declaration that you will meet the criteria of ‘independence’ at the first meeting of the Board in every financial year pursuant to the provisions of Section 149(7) of the Companies Act, 2013. You are also required to abide by Company’s Code of Conduct for Directors and Principal executives.
8. Termination
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.
9. Review of performance by nomination and remuneration committee and board of directors of company
Performance of Independent Directors shall be evaluated as per the manner of evaluation laid down by the Nomination and Remuneration Committee and such evaluation will be done by the entire Board of Directors of the Company excluding the director being evaluated.
10. Confidentiality
All information acquired during the tenure 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 Stock Exchange or any regulatory body.
11. Governing Law
This agreement is governed by and will be interpreted in accordance with Indian law and your Engagement shall be subject to the jurisdiction of the Indian courts.