Letter Of Appointment Of Independent Director Page 5
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12ANNEXURE- A
CODE FOR INDEPENDENT DIRECTORS
SCHEDULE IV TO THE COMPANIES ACT, 2013
[See section 149(8)]
The Code is a guide to professional conduct for independent directors. Adherence to these
standards by independent directors and fulfillment of their responsibilities in a professional and
faithful manner will promote confidence of the investment community, particularly minority
shareholders, regulators and companies in the institution of independent directors.
I. Guidelines of professional conduct:
An independent director shall:
(1) uphold ethical standards of integrity and probity;
(2) act objectively and constructively while exercising his duties;
(3) exercise his responsibilities in a bona fide manner in the interest of the company;
(4) devote sufficient time and attention to his professional obligations for informed and
balanced decision making;
(5) not allow any extraneous considerations that will vitiate his 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;
(6) not abuse his 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;
(7) refrain from any action that would lead to loss of his independence;
(8) where circumstances arise which make an independent director lose his independence, the
independent director must immediately inform the Board accordingly;
(9) assist the company in implementing the best corporate governance practices
II. Role and functions:
The independent directors shall:
(1) help in bringing an independent judgment to bear on the Board’s deliberations especially
on issues of strategy, performance, risk management, resources, key appointments and
standards of conduct;
(2) bring an objective view in the evaluation of the performance of board and management;
(3) scrutinize the performance of management in meeting agreed goals and objectives and
monitor the reporting of performance;
(4) satisfy themselves on the integrity of financial information and that financial controls and
the systems of risk management are robust and defensible;
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