Terms and conditions of appointment of Independent Directors
Terms and conditions of appointment of Independent Directors
Date:
To,
_____________
Address: ______
_____________
Sub: Your
Appointment as a Non-Executive Independent Director of Oriental Nagpur Betul
Highway Limited (“Company”).
Dear Sir/ Madam,
We are pleased to inform
you that the Board of Directors of the Company in the Board Meeting, appointed
you as an Additional Director in the category of Non-Executive Independent
Director of the Company for a period of five years w.e.f. ____________, on the
following terms & conditions:-
1. APPOINTMENT
Your appointment will be subject to the provisions of the
Companies Act, 2013 and the Rules and Regulations made thereunder, Articles of
Association of the Company, as amended from time to time and any necessary approval
of Shareholders of the Company.Being an Independent Director, you shall not be
liable to retire by rotation.
2. REMUNERATION
You
will be paid Sitting fees of ----------------- quarterly. In addition, the Company
will, for the period of your appointment, reimburse you for travel, hotel and
other incidental expenses incurred by you in the performance of your role and
duties.Further no sitting fees will be paid for the meetings of the Board or a
Committee thereof attended.
3.
DIRECTORSHIPS
Your
limit of Directorships in other Companies shall be subject to the provisions of
Section 165 of the Companies Act, 2013.
4.
DUTIES,
ROLES & RESPONSIBILITIES
Being a director your duties, roles and responsibilities will be as prescribed under section 166 of the Companies Act, 2013. You shall also abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to the Companies Act, 2013 along with Code of Conduct, Anti-Bribery And Anti-Corruption Policy (“ABAC Policy”), AML/CFT Policy, Procurement Policy and Prohibited Practices Policy adopted by the Company.
5.
EVALUATION
The
Company will carry out an evaluation of the performance of the Board as a
whole, Board Committees and Directors. Your appointment and re appointment on
the Board shall be subject to the outcome of the evaluation process.
6.
TERMINATION
Your appointment may be terminated at any time by the
Company in accordance with the provisions of Company’s Articles of Association/
the Companies Act 2013, or upon your resignation by serving a reasonable
written notice to the Board with reason.
7.
GOVERNING
LAW
This
letter of appointment is governed by and will be interpreted in accordance with
Indian law and your engagement shall be subject to the jurisdiction of the
Indian courts at New Delhi.
We
welcome you to our Company and look forward to enriching our goals through your
entrepreneurial leadership, making the
Company grow even stronger and more competitive.
Thanking
you.
Yours
Sincerely,
For
Oriental Nagpur Betul Highway Limited
Name:
Designation:
AGREE AND ACCEPT
I have read and understood the
terms of my appointment as an Independent Director of the Company and I hereby
affirm my acceptance to the same.
Signature:
___________________________________
Name:
Place:
Date: