The terms and conditions of appointment of Independent Directors are subject to the extentprovisions of the (i) applicable laws, including the Companies Act, 2013 (‘2013 Act’) and SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”) and (ii) Articlesof Association of the Company.
The broad terms and conditions of their appointments as Independent Directors of the Company are reproduced hereunder:
The appointment will be for the period mentioned against their respective names (“Term”). TheCompany may disengage Independent Directors prior to completion of the term subject tocompliance of relevant provisions of the 2013 Act.
As Independent Directors, they will not be liable to retire by rotation.
Reappointment at the end of the Term shall be based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Board and the shareholders. Thereappointment would be considered by the Board based on the outcome of the performanceevaluation process and the directors continuing to meet the independence criteria.
The directors may be requested to be a member / Chairman of any one or more Committees ofthe Board which may be constituted from time to time.
ROLES, DUTIES AND RESPONSIBILITIES
As members of the Board, they along with the other Directors will be collectively responsible for meeting the objectives of the Board which include:
- Requirements under the Companies Act, 2013
- Accountability under the Director’s Responsibility Statement.
They shall abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to section 149(8) of the 2013 Act, and duties of directors as provided in the 2013 Act (includingSection 166).
They are particularly requested to provide guidance in their area of expertise.
They agree to devote such time as is prudent and necessary for the proper performance oftheir role, duties and responsibilities as an Independent Director.
As Independent Directors, they shall be paid sitting fees for attending the meetings of the Boardand the Committees of which they are members. The sitting fees for attending each meeting ofthe Board and its Committees would be as determined by the Board from time to time.
In addition to the sitting fees, commission that may be determined by the Board may also bepayable to them. In determining the amount of this commission, the Board supported by theNomination and Remuneration Committee may consider performance of the Company and theirperformance as evaluated by the Board.
Further, the Company may pay or reimburse to the Director such expenditure, as may have beenincurred by them while performing their role as an Independent Director of the Company. Thiscould include reimbursement of expenditure incurred by them for accommodation, travel and anyout of pocket expenses for attending Board/ Committee meetings, General Meetings, courtconvened meetings, meetings with shareholders/creditors/management, site visits, induction andtraining (organized by the Company for Directors) and in obtaining, subject to the expense beingreasonable, professional advice from independent advisors in the furtherance of their duties asIndependent Directors.
TRAINING AND DEVELOPMENT
The Company may conduct formal training program for its Independent Directors.
The Company may, as may be required, support Directors to continually update their skills andknowledge and improve their familiarity with the company and its business. The Company willfund/arrange for training on all matters which are common to the whole Board.
PERFORMANCE APPRAISAL / EVALUATION PROCESS
As members of the Board, their performance as well as the performance of the entire Board andits Committees will be evaluated annually. Evaluation of each director shall be done by all theother directors. The criteria for evaluation shall be disclosed in the Company’s Annual Report.
However, the actual evaluation process shall remain confidential and shall be a constructive mechanism to improve the effectiveness of the Board / Committee.
DISCLOSURES, OTHER DIRECTORSHIPS AND BUSINESS INTERESTS
During the Term, they agree to promptly notify the Company of any change in theirdirectorships, and provide such other disclosures and information as may be required under theapplicable laws. They also agree that upon becoming aware of any potential conflict of interestwith their position as Independent Directors of the Company, they shall promptly disclose thesame to the Chairman and the Company Secretary.
During their Term, they agree to promptly provide a declaration under Section 149(7) of the2013 Act, upon any change in circumstances which may affect their status as an Independent Director.
CHANGES OF PERSONAL DETAILS
During the Term, they shall promptly intimate the Company Secretary and the Registrar ofCompanies in the prescribed manner, of any change in address or other contact and personaldetails provided to the Company.
They may resign from the directorship of the Company by giving a notice in writing to theCompany stating the reasons for resignation. The resignation shall take effect from the date onwhich the notice is received by the Company or the date, if any, specified by them in the notice,whichever is later.
Their directorship on the Board of the Company shall cease in accordance with law. TheCompany may disengage Independent Directors prior to completion of Term (subject tocompliance of relevant provisions of the 2013 Act) upon the director failing to meet the criteriafor independence as envisaged in Section 149(6) of the 2013 Act.
By order of the Board For Wherrelz IT Solutions Limited