Investors

  1. Home
  2. Draft Letter of Appointment

Letter of Appointment for Independent Directors

Mr...................
........................
........................

Dear Mr

Sub: Appointment as an independent director

I am writing to confirm your appointment on the Board of Directors of Uniproducts (India) Limited (hereinafter referred to as UIL or the Company) with effect from ................ This letter of appointment sets out the terms and conditions of your appointment which are as follows:

1. Appointment

1.1 Your appointment as a Non-Executive Independent Director on the Board of Directors of UIL is with effect from ............... till ............... Your appointment is also subject to the maximum permissible Directorships that one can hold as per the provisions of the Companies Act, 2013.

1.2 The term Independent Director should be construed as defined under the Companies Act, 2013.

1.3 The provisions with respect to appointment and tenure of Independent directors as per the Companies Act, 2013 are applicable to the Company. Accordingly, the Independent Directors will serve for not more than two terms of five years each on the Board of the Company. The Company is at liberty to disengage Non-Executive Independent Directors earlier subject to compliance of relevant provisions of Companies Act, 2013.

2. Committees

2.1 The Board of Directors (the Board) may, if it deems fit, invite you for being appointed on one or more existing Board Committees or any such Committee that is set up in the future. Your appointment on such Committee(s) will be subject to the applicable regulations.

2.2 Currently, the Board has four committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Borrowing Committee. The Board is responsible for constituting, assigning, co-opting and fixing terms of service for committee members. Recommendations of the committees are submitted to the full Board for approval. The quorum for meetings is either two members of the committee or one-third of the members of the committee, whichever is higher.

2.3 You have been nominated to serve on the following committees:

(To be modified as applicable)

3. Time Commitment

  • Audit Committee
  • Nomination and Remuneration Committee
  • Stakeholders Relationship Committee
  • Borrowing Committee

3.1 As a Non-Executive Director you are expected to bring objectivity and independence of view to the Board's discussions and to help provide the Board with effective leadership in relation to the Company's strategy, performance, and risk management as well as ensuring high standards of financial probity and corporate governance.

3.2 The Board meets at least four times in a year. The Audit Committee also meets at least four times in a year. Besides, there are other Committee meetings which are convened regularly. You will be expected to attend Board, Board Committees of which you are member and Shareholders meetings and to devote such time to your duties, as appropriate for you to discharge your duties effectively. Ordinarily, all meetings are held in Delhi.

3.3 By accepting this appointment, you confirm that you are able to allocate sufficient time to meet the expectations from your role to the satisfaction of the Board.

4. Role and Duties

4.1 The Independent Director will perform his fiduciary duties in a responsible manner and his duties and responsibilities to the Company will be at par with other Non-Executive Directors.

4.2 The Independent Director shall act in accordance with the Articles of Association of the Company and while discharging his duties, comply with the requirements of Section 166 and Schedule IV to the Companies Act 2013 ("the Act").

4.3 The Independent Director will be held liable only in respect of such acts of omission or commission by the Company which have occurred with his knowledge, attributable through Board processes and with his consent or where he has not acted diligently.

4.4 Duties

As an Independent Director, you shall:

  • Undertake the appropriate induction into the Board and regularly update and refresh your skills, knowledge and familiarity with the Company;
  • Seek appropriate clarification and, where necessary, seek and follow appropriate professional advice from external experts at the expense of the Company;
  • Strive to attend every meeting of the Board and of the Board committees of which you are a member;
  • Actively and constructively participate in the Board committees of the Board in which you may be a member or the Chairperson;
  • Strive to attend the general meetings of the Company;
  • Ensure that any concerns that you may have about the running of the Company are addressed by the Board and seek inclusion of these concerns in the Board minutes to the extent these concerns are not resolved;
  • Keep yourself well informed about the Company and the external environment in which it operates;
  • Not unfairly obstruct the functioning of an otherwise proper Board or committee;
  • Ensure that related party transactions are considered carefully before they are approved and are in the interest of the Company;
  • Ensure that the whistleblower function of the Company is functioning adequately;
  • Report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct and Ethics;
  • Within your authority, assist in protecting the legitimate interests of the Company, shareholders and its employees, and
  • Not disclose any confidential information unless such disclosure is expressly approved by the Board or required by law.

4.5 Role

The role of independent directors include the following:

Strategy: Independent Directors should constructively challenge and help to develop proposals on strategy, performance, risk management, resources, key appointments and standards of conduct;

Performance: Independent Directors should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;

Risk: Independent Directors should satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are robust and defensible;

People: Independent Directors are responsible for determining appropriate levels of remuneration of Executive Directors, key managerial personnel and senior management and have a prime role in appointing, and where necessary, removing Executive Directors and in succession planning;

Reporting: Independent Directors take responsibility for the processes for accurately reporting on performance and the financial position of UIL; and

Compliance: Independent Directors should keep governance and compliance with the applicable legislation and regulations under review and the conformity of UIL practices to accepted norms.

5. Status of Appointment

5.1 You will not be an employee of the Company and this letter shall not constitute a contract of employment. You will be paid such remuneration by way of setting fees for meetings of the Board and its Committees as may be decided by the Board and approved by the Shareholders from time to time.

5.2 The sitting fees presently paid to the Non-Executive Independent Director is Rs. 20,000/- per meeting of the Board or a Committee thereof (except Stakeholders Relationship Committee).

5.3 The terms and conditions of appointment of independent directors shall be open for inspection at the registered office of the company by any member during normal business hours.

5.4 The terms and conditions of appointment of independent directors shall also be posted on the company's website.

6. Reimbursement of Expenses

In addition to the remuneration described in paragraph 5 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.

7. Conflict of Interest

7.1 is accepted and acknowledged that you may have business interests other than those of the Company. As a condition to your appointment commencing, you are required to declare any such directorships, appointments and interests to the Board in writing in the prescribed form at the time of your appointment.

7.2 In the event that your circumstances seem likely to change and might give rise to a conflict of interest or, when applicable, circumstances that might lead the Board to revise its judgment that you are independent, this should be disclosed to the Board.

8. Confidentiality

All information acquired during your appointment is confidential to UIL and should not be released, either during your appointment or following termination (by whatever means) to third parties without prior clearance from the Chairman/Managing Director unless required by law or by the rules of any stock exchange or regulatory body. On reasonable request, you shall surrender any documents and other materials made available to you by UIL.

9. Evaluation

The Company will carry out an evaluation of the performance of the Board as a whole, Board Committees and Directors on an annual basis. Your appointment and re appointment on the Board shall subject to the outcome of the yearly evaluation process.

10. Independent Professional Advice

There may be occasions when you consider that you need professional advice in furtherance of your duties as a Director and it will be appropriate for you to consult independent advisers at the Company's expense under intimation to the Board. The Company will reimburse the full cost of expenditure incurred in accordance with the Company's policy.

11. Disclosure of Interest

Any material interest that a Director may have in any transaction or arrangement that the Company has entered into or proposes to enter into should be disclosed to the Board for its consent and appropriate approvals. A general notice that you are interested in any contracts with a particular person, firm or company is acceptable.

12. Termination

12.1 You may resign from your position at any time and should you wish to do so, you are requested to serve a reasonable written notice on the Board..

12.2 Continuation of your appointment is contingent on your getting re-elected by the shareholders in accordance with provisions of Companies Act, 2013 and the Articles of Association of the Company, from time to time in force. You will not be entitled to compensation if the shareholders do not re-elect you at any time.

12.3 Your appointment may also be terminated in accordance with the provisions of the Articles of Association of the Company from time to time in force.

13. Governing Law

This agreement 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.

Kindly confirm your acceptance of these terms by signing and returning to us the enclosed copy of this letter.

 

Yours sincerely

For and on behalf of Uniproducts (India) Limited

 

Managing Director

Signed..............

Dated...............