Letter Of Appointment As Non-Executive Independent Director (Page 2 of 4) in pdf

ii. You shall act in good faith in order to promote the objects of the Company in the benefits of its

members as a whole and in the best interest of the Company, its employees and its shareholders.

iii. You shall discharge your duties with due and reasonable care, skill and diligence and shall

exercise independent judgment.

iv. You shall not involve yourself in a situation in which you may have a direct or indirect interest

that conflict or possibly may conflict, with the interest of the Company.

v. You shall not achieve or attempt to achieve any undue gain or advantage either to yourself or to

your relatives, partners or associates.

vi. You shall not assign your office as Director and any assignment so made shall be void.

vii. You shall review management performance & compensation.

viii. You shall advice and counsel management and monitor and manage potential conflict of

interest of management.

ix. You shall oversee and ensure the integrity of financial information and legal compliance.

x. You shall review the Company’s strategy, the annual financial plan and monitor the Company’s

performance.

xi. You shall safeguard the interests of all stakeholders, particularly the minority share-holders.

xii. You shall determine appropriate levels of remuneration of executive directors, key

managerial personnel and senior management and have a prime role in appointing and where

necessary recommend removal of executive directors, key managerial personnel and senior

management.

xiii. you shall moderate and arbitrate in the interest of the company as a whole, in situations of

conflict between management and shareholder’s interest

As Independent Director of the Company, you shall:

i. uphold ethical standards of integrity and probity;

ii. act objectively and constructively while exercising your duties;

iii. devote sufficient time and attention to his professional obligations for informed and

balanced decision making;

iv.not allow any extraneous considerations that will vitiate your exercise of objective independent

judgment in the paramount interest of the company as a whole, while concurring in or dissenting

from the collective judgment of the Board in its decision making;

ii. not abuse your position to the detriment of the company or its shareholders or for the purpose of

gaining direct or indirect personal advantage or advantage for any associated person;

iii. refrain from any action that would lead to loss of your independence;

iv. ensure that if circumstances arise under which you may lose your independence, you will

immediately inform the Board accordingly;

v. not unfairly obstruct the functioning of an otherwise proper Board or any committee of the Board;

vi. shall strive to be present at the annual Independent Directors’ meeting;

vii. not disclose confidential information, including commercial secrets, technologies, advertising

and sales promotion plans, unpublished price sensitive information, unless such disclosure is

expressly approved by the Board or required by law;

viii. assist the company in implementing the best corporate governance practices.

Committees

The Board of Directors may, invite you for being appointed on one or more existing Board

Committees or any such committees that may be set up in future. Your appointment on such

committees shall be subject to the applicable regulations. You will be provided with the approved

terms of reference of the respective committees which sets out its functions.

Letter Of Appointment As Non-Executive Independent Director Page 2

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