Dear
Appointment
as a Non-Executive Independent Director of __________________ (“the Company”)
On behalf of the Company, I write to confirm your appointment as a
Non-Executive Independent Director of the Company (the “Appointment”) with
effect from....... The terms of the Appointment, which shall be subject to the
Articles of Association of the Company are set out below:
Appointment
1.
The Appointment is for a term of 5 (five) years, expiring at the conclusion of
the Annual General Meeting to held in ...... (the “Termination Date”).The
Appointment will be subject to the Company’s Articles of Association and
approval of shareholders.
2.
During the tenure of appointment you may be asked to serve on one or more of
the Board committees including Audit, Stakeholders Relationship, Nomination and
Remuneration and CSR Committees. You have been provided with copies of the
terms of reference for each of those committees.
3.
You are considered to be a Non-Executive Independent Director and will be
identified as such in the annual report and other documents. If circumstances
change, and you believe that your independence may be in doubt, you should
discuss this with the Chairman, as soon as possible.
Role
4.
As a Non-Executive Independent Director, you have the same general legal
responsibilities to the Company as any other Director.
5.
The Board as a whole is collectively responsible for promoting the success of
the Company by directing and supervising the Company’s affairs. The Board:
Provides entrepreneurial leadership of the Company within a framework of
prudent and effective controls which enable risk to be assessed and managed;
Sets
the Company’s strategic aims, ensures that the necessary financial and human
resources are in place for the Company to meet its objectives, and reviews
management performance; and Sets the Company’s values and standards and ensures
that its obligations to its shareholders and others are understood and met.
6.
In addition to these requirements of all Directors, the role of the
Nonexecutive Independent Director has the following key elements:
Strategy
He/she
should constructively challenge and contribute to the development of Company’s
strategy;
Performance
He/she
should scrutinise the performance of management in meeting agreed goals and objectives
and monitor the reporting of performance;
Risk
He/she
should satisfy that financial information is accurate and that financial
controls and systems of risk management are robust and defensible;
People
He/she
is responsible for determining appropriate levels of remuneration of Executive
Directors and have a prime role in appointing, and where necessary removing,
senior management and in succession planning;
Time
He/she
should devote time to developing and refreshing their knowledge and skills;
Integrity
and Probity
He/she
should uphold high standards of integrity and probity and support the Chairman
and other directors in instilling the appropriate culture, values and behaviour
in the boardroom and beyond;
Duties
He/she
should perform the duties as specified in Schedule IV (Code for Independent
Directors) of the Companies Act, 2013.
Fees
7.
For your services as a Non-Executive Independent Director you will be paid a
sitting fee of $ ....... for each sitting of the Board or Committee thereof.
Income Tax, as applicable, will be deducted at source.
8.
You will not be entitled to any bonus during the Appointment and shall not be
entitled to any stock option if the Company formulates for its employees.
Expenses
9.
In addition to the fee, the Company will reimburse to you the actual incidental
expenses as incurred, if any. Further, you will be entitled to Business Class
air travel for attending the Board/Committee Meetings of the Company.
10.
During the tenure of appointment, circumstances may arise in the furtherance of
your duties as a Director when you may be required to seek advice from
independent advisors at the Company’s expense. The Company will, either arrange
for obtaining the advice at Company’s cost or reimburse to you the entire cost
incurred by you, if any.
Other
directorships and business interests
11.
The Company acknowledges that you may have business interests other than those
of the Company and that you have declared any conflicts that are apparent at
present. In the event that you become aware of any potential conflicts of
interests, these should be disclosed to the Chairman and Company Secretary as
soon as they become apparent.
12.
During the Appointment, you must consult with the Chairman prior to accepting
any other (or further) directorships of publicly quoted companies or any major
external appointments.
Code
of Conduct
13.
During the tenure of your Appointment you will comply with the following and
such other requirements as the Board of Directors may from time to time
specify:
Guidelines
of professional conduct given under ____________the Companies Act;
The
Oberoi Dharma, the fundamental Code of Conduct for all Directors and Employees
of The Oberoi Group;
The
Company’s Code of Conduct for Prevention of Insider Trading in its shares.
14.
You must apply the highest standards of confidentiality and not disclose to any
person or company (whether during the course of the appointment or at any time
after its termination) any confidential information concerning the Company and
any Group Companies with which you come
into contact by virtue or your position as a Non-Executive Independent Director
of the Company.
15.
You attention is drawn to the requirements under both legislation and
regulation as to the disclosure of price-sensitive information.
Consequently,
you should avoid making any statements that might risk a breach of these
requirements without prior clearance from the Chairman.
16.
On cessation of the appointment by resignation, expiry or otherwise, you will
deliver to the Company all books, document, papers and other property of or
relating to the business of the Company which are in your possession, custody
or power by virtue of your position as a Non-Executive Independent Director of
the Company. The Company will arrange to the disposal of papers that you no
longer require.
Performance
Review Process
17.
The performance of individual Directors and the whole Board and its Committees
will be evaluated annually. If, in the interim, there are any matters arising
in connection with your role as a Non-Executive Independent Director which
cause you concern you should discuss them with the Chairman as soon as is
appropriate.
Insurance
18.
The Company has Directors and Officers (D&O) liability insurance and it is
intended to maintain such cover for the full term of the appointment.
You
have been provided with details of insurance.
Publication
of the letter of appointment
19.
In line with the provisions of the Companies Actand the Code of Corporate
Governance under the listing agreement, the Company will make public a generic
copy of this letter on its website at www.____________.in and will also arrange
for your individual letter of appointment to be on display at the Company’s
Annual General Meeting.
This
letter is governed by and shall be construed in accordance with the laws of
India and the parties agree to submit to the exclusive jurisdiction of the
courts of India.
This
letter constitutes neither a contract for services nor a service contract.
Please
confirm your agreement to the above by signing and returning to me the enclosed
duplicate of this letter.
Yours
sincerely,
I
have read and agree to the above terms regarding my appointment as a
Non-Executive
Independent Director of __________________.
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