The broad terms and conditions of the appointment of the Independent Directors of the Company are mentioned hereunder:
A ppointment of the Independent Director s is for a n initial term of Five (5 ) years commencing from
1st April, 2014 , subject to the terminat ion if made earlier in accordance with the articles of association of the Company or applicable law.
B. Limit on number of directorship
1. the Independent Director is requested to serve as an independent director in not more than 7
( seven ) listed companies .
2. If the Independent Director is serving as a whole time director in any listed company , he may kindly serve as an independent director in not more than 3 ( three ) listed companies.
The Board of Directors may, if it deems fit, invite the Independent Director for being appointed on one more existing Committees of the Board of Directors or any such committee that which may set up in future . Your appointment on such committee(s) will be subject to the applicable regulations.
D. Duties and Responsibilities
1. The Independent Director will abide by the duties and responsibilities set out at Annexure - 1 hereto , as stipulated by applicable law.
2. The Independent Director will abide by the Code of Conduct and the Code of Business Ethics of the Company.
3. The management expects its independent directors to :
(i) take decisions objectively and solely in the interests of the Company ;
(ii) facilitate Company ’s adher ence to high standards of eth ics and c orporate behavior;
(iii) facilitate existence of appropriate risk management /regulatory compliance policies ;
(iv) guide the Board in monitoring the effectiveness of the Company’s governance practices and to rec ommend changes, required if any;
(v) guide the Board in monit oring and managing potential conflicts of interest of management, Board members and shareholders, including misuse of corporate assets and abuse in related party transactions;
(vi) guide the Board in ensuring the integrity of the Company’s accounting and financ ial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law an d relevant standards;
(vii) act on a fully informed basis , in good faith, with due diligence and care, and in the best interest of the Company and the shareholders; and
(viii) comply with his/her duties and obligations under applicable law, particularly the Act and the equity listing agreement .
E. Performance Evaluation
The Independent Director’s term extension will be recommend ed by the Nomination and Remuneration Committee to the Board, pursuant to the performance evaluation carried out by the entire Board.
F. Sitting Fee
Sitting fees for each meeting of the Board and its Committees will be paid as may be decided by the Board from time to time, subject to maximum limit prescribed under the Companies Act, 2013 and rules made thereunder.
All Directors (Including Independent Directors) of the Company are covered under the Directors and officers liability Insurance ( D & O Policy ) for the Directors and officers of the Company as indemnification (reimbursement) for losses or advancement of defense costs in the ev ent an insured suffers for any alleged wrongful acts in their capacity as directors and officers.
1. The Independent Director will recognize that he could have access to confidential information, whether or not the information is marked or designated as “confidential” or “proprietary”, relating to the Company and its business(es) including legal, financial, technical, commercial, marketing and business related records , data, documents, reports, etc., client information, intellectual property rights (including trade secrets), (“ Confidential Information ”) .
2. The Independent Director undertakes to use reasonable efforts to keep confidential and to not disclose to any third party, such Confidential Information.
3. If any Confidential Information is required to be disclosed by the Independent Director in response to any summons or directions of authorities or in connection with any litigation, or in order to comply with any applicable law, order, regulation or ruling , then any such disclosure shou ld be, to the extent possible, with the prior consent of the Board.
4. The Terms and Conditions of Appointment and any dispute or claim arising out of, or in connection with it construed in accordance with and be governed by the laws of Ind ia. The courts of Mumbai alone and no other courts shall have the jurisdiction to entertain and try any disputes arising from and out of the provisions of Appointment .
5. The provisions of the Companies Act, 2013 and rules thereto and Listing Agreemen t (including any amendment thereto from time to time) to the extent applicable, shall apply on the appointment of Independent Directors. And these are general terms and conditions of appointment of Independent Directors which are subject to modification/amendment .