Independent Directors Terms.pdf

1. Introduction: Appointment subject to Companies Act, 2013, SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, and Articles of Association.
2. Appointment: 5-year term or until age 75, whichever is earlier. Reappointment based on Nomination and Remuneration Committee recommendation and Board and shareholder approval.
3. Role, Duties, and Responsibilities: Collective responsibility for meeting Board objectives, abiding by Code of Independent Directors, and providing guidance in area of expertise.
4. Time Commitment: Devote time necessary for proper performance of role and duties.
5. Remuneration: Sitting fees for attending meetings, commission determined by Board, and reimbursement of expenses.
6. Training and Development: Company may conduct formal training programs and support Directors in updating skills and knowledge.
7. Performance Appraisal/Evaluation Process: Annual evaluation of Director performance, with criteria disclosed in Annual Report.
8. Disclosures, Other Directorships, and Business Interests: Prompt notification of changes in directorship, disclosure of potential conflicts of interest, and declaration under Section 149(7) of Company Act, 2013.
9. Change of Personal Details: Prompt intimation of changes in address or contact details.
10. Disengagement: Resignation by notice in writing, with directorship ceasing in accordance with law. Company may disengage Independent Directors prior to completion of term if criteria for independence is not met.