[Pursuant to the provisions of Schedule IV of the Companies Act, 2013]
The broad terms and conditions of appointment of Independent Directors are as under :-
The appointment of the Independent Directors as on the date of the Extra-Ordinary General Meeting (EGM) of the Company held on December 21, 2015 is for the period of five years commencing from December 21, 2015 to December 20, 2020. Independent Directors will not be liable to retire by rotation. Re-appointment would be considered based on the outcome of the performance evaluation process and the Independent Directors continuing to meet the Independence criteria.
2. CODE OF CONDUCT, FUNCTIONS AND DUTIES
As member of the Board, they along with other Directors, will be collectively responsible for meeting the objectives of the Board. They are expected to perform their duties whether statutory or fiduciary in faithful, efficient and diligent manner. They have to perform all the usual duties of an independent director under Companies Act, 2013 and other applicable law for the time being in force.
In addition to the above requirements, you shall abide by the Code of Independent directors as laid down under Schedule IV of the Companies Act, 2013.
As an Independent Director they are expected to bring objectivity and independence of view to the Board’s discussion and to help provide the Board with effective leadership in relation to the Company’s strategy, performance and risk management as well as ensuring high standards of financial probity and corporate governance. They are expected to attend meetings of Boards, Board Committees to which they may be appointed and shareholder’s meeting and to devote such time to their duties as appropriate for them to discharge the duties effectively.
As an Independent Director they are liable only in respect of such acts which have occurred with their knowledge, attributable through Board processes, and with their consent or where they have not acted deligently.
As Independent Directors, they shall not be paid sitting fee for attending the Board as well as the Committee Meetings as per the provisions of Section 197 of the Companies Act, 2013.
As Independent Directors, they shall not be entitled to any stock option.