The terms and conditions of appointment of Independent Director are as follows:
The appointment of the Independent Director is for a consecutive period of ----- years for a term upto --- years commencing from ---- to ------ during which he /she will not liable to retire by rotation. His/Her tenure is subject to His/her meeting the criteria for being an Independent Director and not being disqualified to be a director under the applicable regulations.
His/Her performance as an independent director shall be evaluated as per the criteria laid down by the Nomination and Remuneration Committee. By signing the Letter of Appointment, he/she agrees to submit himself/herself to such evaluation.
His/Her re-appointment at the end of the term shall be based on the recommendation of the Nomination Committee, approval of the Board of Directors and the shareholders. His/Her re-appointment will be considered by the Board based on the report of His/her performance evaluation by the Board of Directors and he/she continues to meet the independence criteria. The re-appointment would require special resolution of shareholders and any other necessary approvals.
He/She may cease to hold the office of an independent director by: (a) giving written notice of resignation to the Company as well as to the Ministry of Company Affairs; or (b) on completion of His/Her term of office, as pursuant to the provisions of the Act and the Listing Agreement he/she is eligible for only 1(one) term of 5 years; or (c) on the happening of an event mentioned in the Act, or in the Articles of Association of the Company that results in vacation of office of a director; or (d) His/Her removal pursuant to the provisions of the Act.
Expectation of the Board
He/She is expected to provide His/Her expertise and experience in the functioning of the Board and the Committees of the Board He/She may be appointed. In addition to routine board meetings, He/She should allow time for committee meetings, preparatory work and ensure that He/She is in a position to make the necessary overall time commitment.
He/She may be nominated to one or more committees of the Board and in such event He/she shall be provided with the relevant Committee’s term of reference and any specific responsibilities.
As an independent director he/she should strive to hold and present in at least one meeting in a year without the presence of non-independent directors and members of management with the sole objective of:
(a) Review the performance of non-independent directors and the Board as a Whole; (b) Review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors. (c) Assess the quality and timelines of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
By accepting this appointment, he/she shall confirm that he/she is able to allocate sufficient time to meet the expectation of your role.
Role Duties and Responsibilities
His/Her role and duties will be those normally required of a Non-Executive Independent Director under the Act and the Listing Agreement. There are certain duties prescribed for all Directors, both Executive and Non-Executive, which are fiduciary in nature and the same are specified under Section 166 of the Act.