Terms and Conditions
1. APPOINTMENT & TENURE
The appointment of Independent Director for initial term is generally for a period of 5 (five) consecutive years unless vacated and/or terminated earlier, as per provisions of the applicable laws. This tenure is subject to meeting the criteria for being an Independent Director and not being disqualified to be a Director under applicable laws on a continuous basis.
Independent Directoris is not liable to retire by rotation.
The appointment and continuation of office of Independent Director is subject to the applicable provisions of the Companies Act, 2013 (the Act) and the Listing Agreement.
2. TIME COMMITMENT
Independent Director is expected to bring objectivity and independence of view to the Board’s deliberations and to help the Board with effective overview of the Company’s strategy, performance, social commitments and risk management and ensure high standards of financial integrity and governance. Independent Director are required to perform the duties expected including (without limitation) attending Board/Committee meetings of which a member and shareholders meetings and to devote such time, as appropriate, for you to discharge your responsibilities and duties effectively.
3. ROLE & DUTIES
Role and duties of Independent Director will be as set out under the Act and the Listing Agreement including but not limited to the fiduciary duties associated with the office of an independent director. Independent Director (and without prejudice to the roles, functions and duties specified in Schedule IV of the Act), shall:
- act in accordance with the AOA
- act in good faith in order to promote the objectives of the Company for the benefits of its members as a whole and in the best interest of the Company
- discharge responsibilities and duties with due and reasonable care, skill and diligence by exercising independent judgement
- strive to attend every meeting of the Board and its Committee of which a member and general meetings
- strive to attend any other meetings, where attendance is solicited
- provide strategic direction and also a ct as a constructive critic in evaluating the proposal and plans on strategic direction
- evaluate and scru tinise the performance of the management in meeting agreed goals and objectives
- satisfy on the integrity of financial information and that financial controls and systems of risk management are robust and compliant with applicable laws
- keep well informed about the Company and the external environment in which it operates; and
- ensure that the vigil mechanism policy of the Company is implemented and report concerns about any unethical behaviour, a ctual or suspected fraud or violation of the Code of Conduct