DRAFT LETTER OF APPOINTMENT OF INDEPENDENT DIRECTOR
DD / MM / YYYY
Director Identification Number (DIN):_____
Dear Mr. /Ms._____________,
Appointment as an Independent Director of Microland Limited (“ML”/the “Company”)
We welcome you to Microland Limited. On behalf of the Company, I write to confirm your appointment as an Independent Director of the Company on the following terms:
- Your appointment, pursuant to your consent dated____________, to act as a Director of the Company, the Company’s Articles of Association and all applicable provisions of the Companies Act, 2013 (the Act), (including any statutory modification(s), enactment(s) or re-enactment(s) thereof for the time being in force) and subject to the Shareholders’ approval, shall be valid for a for a period of five (5) years with effect from__________ till____________ (unless terminated earlier by either party as per the applicable provisions of the Act and the Company’s Articles of Association); and you shall be a Director not liable to retire by rotation.
- As advised by the Board, during the tenure of office, you may be required to serve on one or more of the Committees of the Board established by the Company. Your appointment on such Committee(s) will be subject to applicable laws and regulations.
- You are expected to devote such time as is necessary for the proper performance of their duties, to a standard commensurate with both the functions of your role and your knowledge, relevant experience and expertise. The Company’s Code of Conduct, & other relevant policies apply to Independent Directors also and you shall comply with the same.
- You shall comply with the Code, Roles & Functions and Duties as prescribed under the Act for Independent Directors, which are attached herewith as Annexure 1.
- In the event of listing of Microland’s shares on the stock exchanges/ Microland going for an Initial Public Offering (IPO), you shall be abide by the SEBI (Prohibition of Insider Trading) Regulations.
- You shall not be held liable for any acts either in your individual capacity or as a Board member, except in respect of such acts of omission or commission which had occurred with your knowledge or consent or is attributable through Board processes and or where you have not acted diligently.
- The Company has Directors’ and Officers’ insurance policy and you are entitled to protection thereunder as per its terms.
- You will be entitled to remuneration by way of sitting fees and / or any other manner as approved by the Board and subject to the approval and consent of the Shareholders of the Company and reimbursement of expenses for participation in the Boards and other Meetings. The payments are subject to all appropriate and/or authorized deductions as per the prevailing laws.
- Both during the term of your appointment and after its termination, you will observe the obligations of confidentiality which are attendant on the Office of Director.
- You will need to disclose your concern or interest in any Company or Companies or Bodies Corporate (including shareholding interest), Firms, Trusts or other Association of Individual, as per the Act. It is expected that you will not serve on the boards of competing companies. Apart from the applicable law and good corporate governance practices, there are no other additional limitations.
- This Letter constitutes the entire terms and conditions of your appointment and no waiver or modification thereof shall be valid unless in writing and signed by the parties hereto and your appointment with the Company is governed by and shall be construed in accordance with the laws of India.
We would appreciate you acknowledging the receipt of this Letter of Appointment and acceptance to this Letter.
For Microland Limited
Chairman of the Board of Directors
I confirm and agree to the terms and conditions of my appointment as an Independent Director of Microland Limited as set out in this Letter of Appointment.
Code, Roles & Functions and Duties of Independent Directors
The Independent Director shall:
- uphold ethical standards of integrity and probity;
- act objectively and constructively while exercising his duties;
- exercise his responsibilities in a bona fide manner in the interest of the company;
- devote sufficient time and attention to his professional obligations for informed and balanced decision making;
- 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;
- 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;
- refrain from any action that would lead to loss of his independence;
- where circumstances arise which make an independent Director lose his independence, the independent Director must immediately inform the Board accordingly;
- assist the company in implementing the best corporate governance practices.
II. Role and functions:
The Independent Director shall:
- 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;
- bring an objective view in the evaluation of the performance of board and management;
- scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
- satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible;
- safeguard the interests of all stakeholders, particularly the minority shareholders;
- balance the conflicting interest of the stakeholders;
- 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;
- moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.
III. Duties :
The Independent Director shall:
- undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
- seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;
- strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
- participate constructively and actively in the committees of the Board in which they are chairpersons or members;
- strive to attend the general meetings of the company;
- where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;
- keep themselves well informed about the company and the external environment in which it operates;
- not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
- pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;
- ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
- report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;
- act within their authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
- 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.