As members of the Board, their performance as well as the performance of the entire Board
and its Committees would be evaluated annually. Evaluation of each director shall be done
by all the other directors. The criteria for evaluation has been 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.
Training and Development
The Company may, conduct formal training programme for its Non-Executive Independent
Directors.
The Company may, 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
would fund / arrange for training on all matters which are common to the whole Board
Code of Conduct
During the appointment they would be required to comply with regulations as contained in
Schedule IV under Companies Act, 2013, including the following codes of conduct of the
company: a) Code of Conduct for Board of Directors and Senior Management b) Code of Conduct for prevention of Insider trading in securities of the Company and such other requirements as the Board of directors may from time to time specify.
Remuneration
The Non-Executive Independent Directors would be paid such remuneration by way of sitting
fees for attending meetings of the Board and the Committees of which they are members. The
sitting fees for attending each meeting of the Board and its Committees would be as
determined by the Board from time to time.
Reimbursement of Expenses
In addition to the remuneration mentioned above, the Company will for the period of their
appointment, reimburse them for travel, accommodation and any out of pocket expenses for
attending Board / Committee meetings, General Meetings, induction and training (organised
by the Company for the Directors) incurred by them in the furtherance of their duties as NonExecutive Independent Directors.
Disclosure, other directorships and business interests During their period of term of office of Director, the Non-Executive Independent Directors agree to promptly notify the Company of any change in their directorships, and provide such other disclosures and information as may be required under the applicable laws. They also agree that upon becoming aware of any potential conflict of interest with their position as Nonexecutive Independent Directors of theCompany, they shall promptly disclose the same to the Board.
