- The directorship of an Independent Director is not subject to retirement by rotation in terms of section (13) of the Companies Act, 2013
- The appointment of an Independent Director may be terminated on failure to meet the parameters of independence as defined in section 149(6) or on the occurrence of any event as defined in section 167 read with Schedule IV of the Companies Act, 2013.
- Upon termination or resignation of an Independent Director for any reason, duly intimated to the Company, he/she will not be entitled to any compensation for loss of office.
Time Commitment
4) As a Non-Executive Independent Director you are expected to bring objectivity and independence of view to the Board’s discussions 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 standard of financial probity and corporate governance. You will be expected to attend Board and Board Committee to which you may be appointed and Shareholders meetings meetings and to devote such time to your duties as appropriate for you to discharge your duties efficiently. Ordinarily, all meetings are held in Kolkata.
5) By accepting this appointment, you confirm that you are able to allocate sufficient time to meet expectations from your role to the satisfaction of the Board.
Role and Duties
6) Roll and duties of an Independent Director will be those normally required of a Non-Executive Independent Director under the Companies Act, 2013. There are certain duties prescribed for all the Directors, both Executive and Non-Executive which are fiduciary in nature and are as under:
- Independent Director shall act in accordance with the Company’s Articles of Association as may be amended from time to time.
- Independent Director shall act in good faith in order to promote the objects of the Company for the benefit of the members as a whole, and in the best interest of the Company.
- Independent Director shall discharge your duties with due and reasonable care, skill and diligence.
- You shall not involve yourself in a situation in which you may have a direct or indirect interest that conflicts or possibly my conflict with the interest of the Company.
- Independent Director shall not achieve or attempt to achieve any undue gain or advantage either to yourself or to your relatives, partners or associates.
- Independent Director shall not assign your office as Director and any assignments so made shall be void.
In addition to the above requirements the Board of Directors also expect theIndependent Director to perform the following functions:
- He/She should constructively challenge and help develop proposals on strategy for the growth of the Company.
- He/She should evaluate the performance of management in meeting agreed goals and objectives.
- He/She should satisfy himself/herself on the intrigity of the financial information and that financial controls and systems of risk management are effective and defensible.
- He/She is responsible for determining appropriate levels of remuneration of Managing Director and have a prime role in appointing and where necessary removing Managing Director and in succession planning.
- He/She will take responsibility for the process for accurately reporting on performance and the financial position of the Company.
- He/She should keep governance and compliance with the applicable legislation and regulations under review and the conformity of Company’s practices to accepted norms.
Status of Appointment
- Independent Director will not be an employee of the Company and this letter shall not be construed as a contract of employment. You will be paid such remuneration by way of sitting fees for meetings of the Board and its Committees as may be decided by the Board.
- The sitting fees presently paid to the Non-Executive Independent Director is Rs.2000/- per meeting of the Board or and Rs.1000/- per meeting of Committee thereof.
- Independent Director will no entitlement to any bonus during the appointment.
Reimbursement of Expenses
- In addition to the remuneration described above, the Company for the period of Independent Director’s appointment reimburse him/her for travel, hotel and other incidental expenses incurred by him/her in the performance of his/her role and duties.
Independent professional advice
- There may be occasions where Independent Director may consider that be/she may need professional advice in furtherance of nis/her duties as a Director and it will be appropriate for him/her to consult independent advisers at the Company’s expenses. The Company will reimburse full cost of expenditure incurred in accordance with the Company’s policy.
Conflict of interest
- It is accepted and acknowledged that Independent Director may have business interest other than those of the Company. As a condition of his/her appointment, he/she is required to declare any such directorships, appointments and interests to the Board in writing in the prescribed form at the time of his/her appointment.
- In the event that his/her circumstances seem likely to change and might give rise to a conflict of interest or, when applicable, circumstances that might lead the Board to revise its judgement that he/she is independent this should be disclosed to both the Chairman and the Company Secretary.
Evaluation
- The Board of Directors will carry out an evaluation of the performance of the Board as a whole, Board Committees and Directors on an annual basis as per Company’s Policy. Independent Director’s appointment and re-appointment on the Board shall be subject to the outcome of the yearly evaluation.