Independent Directors: Terms & Conditions of Appointment
Mr. Hetal Gandhi
Independent Director
Date of Appointment: June 12, 2018 for a term of five years
Date of Re-appointment: June 12, 2023 for a term of five years
Mr. Joseph Conrad D’Souza
Independent Director
Date of Appointment: June 12, 2018 for a term of five years
Date of Re-appointment: June 12, 2023 for a term of four years
Mr. Arthur DeHaast
Independent Director
Date of Appointment: June 12, 2018 for a term of five years
Date of Re-appointment: June 12, 2023 for a term of four years
Ms. Radhika Piramal
Independent Director
Date of Appointment: June 12, 2018 for a term of five years
Date of Re-appointment: June 12, 2023 for a term of five years
Terms and Conditions of appointment of Independent Directors of the Company in accordance with the requirements of Schedule IV to the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
1. TERM OF APPOINTMENT
1.1. The term of appointment shall be as per the letter of appointment (‘term’) provided to the Independent Directors of the Company unless terminated earlier or extended (suo moto or as per operation of law) as per the provisions of the letter of appointment and the applicable laws.
1.2. Independent Directors will not be liable to retire by rotation pursuant to Section 152(6) of the Companies Act, 2013 (‘Act’).
1.3. The re-appointment at the end of the term shall be based on the recommendation of the Compensation, Nomination and Remuneration Committee and subject to approval of the Board of Directors and the Shareholders of the Company. The re-appointment would be considered by the Board based on the outcome of the performance evaluation process and subject to the “independence” criteria.
2. MEMBERSHIP OF COMMITTEES:
2.1. Independent Directors shall act as the Chairman or a Member of such Committees of the Board of Directors as may be constituted by the Board from time to time, appointing them as the Chairman or a Member. The terms of reference of the Committees shall be such as may be specified by the Board.
2.2. The Board may, at any time, reconstitute the composition and/or revise the terms of reference of any / all of the Committees and any such change shall be promptly communicated.
3. ROLE, DUTIES & RESPONSIBILITIES:
3.1. As member of the Board of Directors, Independent Directors, along with other Directors, shall be responsible for performing such responsibilities which are cast upon a Director under the Act and/or the Rules (as may be amended from time to time) and shall also be bound by the Memorandum and Articles of Association of the Company (as may be amended from time to time).
3.2. Independent Directors will perform such ‘Role and Functions’ and ‘Duties’ and adhere to such ‘Guidelines of Professional Conduct’ as are set out in Schedule IV to the Act and thus, abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to the Act and the Code of Business Ethics which the Company expects its employees to follow.
3.3. The liabilities of Independent Directors shall be governed by the provisions of the applicable laws.
4. REMUNERATION IN THE FORM OF SITTING FEES:
4.1. Independent Directors shall be entitled to sitting fees and reimbursement of travelling expenses and other expenses for attending the meetings of the Board of Directors and the Committees thereof of which they are a Member, as may be decided by the Board from time to time.
4.2. The Independent Directors will also be entitled to receive remuneration in the form of commission as may be approved by the Board of Directors subject to approval of the shareholders.
5. NO CONFLICT OF INTEREST:
5.1. Independent Directors of the Company shall act in the best interest of the Company and ensure that any other business or personal association which they may have, does not involve any conflict of interest with the operations of the Company and their role therein. They shall not participate in any business activity which might impede the application of their independent judgment in the best interest of the Company.
6. COMPLIANCE WITH LAWS:
Independent Directors of the Company shall comply with all applicable laws and regulations of all the relevant regulatory and other authorities, as may be applicable to such Directors in their individual capacities.
7. RESIGNATION / TERMINATION / CESSATION:
The provisions relating to the resignation / termination / cessation of directorship of Independent Directors shall be as per the Act and the Rules.