Draft Letter Of Appointment To Independent Director (Page 3 of 5) in pdf

force and as may be amended from time to time, Insider Trading Code and such other

requirements as the Board of Directors may from time to time specify.

At the first meeting of the Board in every financial year or whenever there is any change in the

circumstances which may affect your status as an independent director, you shall give a

declaration to that effect confirming that you meet the criteria of “independence” as provided in

Section 149(6) of the Companies Act, 2013 and Listing Agreement, in the format as per

Annexure B to this Letter.

5. Remuneration & Reimbursement

You will be paid such remuneration by way of sitting fees for attending the meetings of the

Board and the Committees as may be decided by the Board from time to time, subject to

approval of the shareholders, if required.

In addition to the abovementioned fees, the Company will reimburse to you any incidental and

other expenses, incurred; at actuals while your visits for the purpose of attending

Board/Committee Meetings of the Company.

Further, you shall not be entitled to any bonus during your tenure nor you shall be granted any

stock option, if any formulated by the Company.

6. Induction & Development

The Company shall, if required, conduct formal induction program for its Independent

Directors.

The Company shall, as may be required, support Directors to continually update their skills and

knowledge and improve their familiarity with the Company and its business. The Company

will fund/arrange for training on all matters which are common to the whole Board.

7. Evaluation of Performance

As a member of the Board, your performance shall be evaluated annually. Evaluation shall be

done by all the other Directors. The criteria for evaluation shall be determined by the

Nomination & Remuneration Committee and disclosed in the Company’s Annual Report.

However, the actual evaluation process shall remain confidential and shall be a constructive

mechanism to improve the effectiveness of the Board/Committee.

8. Disclosures, other Directorships and Business Interests

During your tenure, you agree to promptly notify the Company of any change in your

Directorships and provide such other disclosures and information as may be required under the

applicable laws. You also agree that upon becoming aware of any potential conflict of interest

Draft Letter Of Appointment To Independent Director Page 3