Terms Of Appointment Of Independent Directors

Appointment:


As per the provisions of Section 149(6) of the Companies Act 2013, you will hold the office of an Independent Director of the Company for a consecutive term of five years with effect from April 1, 2014 and shall not be liable to retire by rotation

Role:

You are expected to provide your expertise and experience to the Board and the Company as well as ensure high standards of corporate governance. You will be expected to attend Board, Board Committees to which you may be appointed and Shareholders meetings and to devote such time to your duties, as appropriate for you to discharge your duties effectively
You may be nominated on one or more committees of the Board. You will be provided with the relevant terms of reference on your appointment to such a Committee. You may also be asked to serve as a Non-Executive Director on the board of any of the Company's subsidiaries. Presently you have been appointed as a Member/ Chairman on the _______Committee of the Company

Duties:

You will be expected to perform your duties, faithfully, efficiently and diligently to a standard commensurate both to your role and your knowledge, skill and experience. The Companies Act, 2013 govern the duties and liabilities of the Director You shall abide by the provisions of Company's Code of Conduct and Policy which include the following:
  • Code of Conduct for Directors & Senior Management (enclosed as Annexure I)
  • Code of Conduct for Prohibition of Insider Trading (enclosed as Annexure II)
  • Code of Conduct as specified under Schedule IV of the Companies Act, 2013 (enclosed as Annexure III)
  • Policy on Conflict of Interest (enclosed as Annexure IV)


Disclosure:

You shall also disclose to the Company your interests as a shareholder, director, officer, partner / proprietor of firm or trustee of other companies or entities at the beginning of the financial year and within 15 days from the date of the change of any interest

Professional Conduct:

As an Independent Director, you shall;
  • uphold ethical standards of integrity and probity
  • act objectively and constructively while exercising your duties
  • exercise your responsibilities in a bona fide manner and in the best interest of the Company
  • devote sufficient time and attention to your professional obligation for informed and balanced decisions making
  • refrain from any such actions that could lead to a loss of your independence
  • ensure that if circumstances arise under which you may lose your independence, you will immediately inform the board accordingly
  • maintain confidentiality of information of the Company
  • assist the Company in implementing the best corporate governance practices

Evaluation :

Your performance evaluation shall be done annually. You will participate in annual performance review of individual directors, the Board as a whole and Committees thereof

Remuneration and expenses:

As an Independent Director you will be entitled to receive sitting fees for attending meetings of the Board and committees of which you are a member as may be decided by the Board of Directors from time to time. In addition to the sitting fees you will also be entitled to receive commission in accordance with the criteria laid down by the Board of directors and which shall be within the overall limits approved by the Shareholders Further you shall be reimbursed such fair and reasonable expenditure as may have been incurred by you while performing your role as an Independent Director including reimbursement of expenditure incurred for attending the Board/ Committee Meetings, Annual General Meetings, Extra Ordinary General Meetings, Meetings with Shareholders, Creditors, Management, site visits and training programs The total compensation payable to Independent Directors & Non-Executive Directors shall be as per the provisions of the Companies Act, 2013

Insurance

The Directors would be covered / indemnified as per the Directors & Officers liability insurance policy of the Company

Induction and Training Program:

The Company shall if required, conduct formal induction program for its independent directors explaining their roles and responsibilities, Company's vision, familiarization with business operations, corporate governance practices of the Company

Independence :

You are expected to be continue to be qualified as 'independen' during your tenure and provide periodic declaration to the effect as required by the Companies Act, 2013

Termination:

You may resign from the directorship of the Company by giving a notice in writing to the Company stating the reasons thereof. The resignation shall take effect from the date on which the notice is received by the Company or the date, if any, specified by you in the notice, whichever is later The office you hold as a Director becomes vacant in certain circumstances which are attached herewith as Annexure V

Confidentiality :

You acknowledge that all information acquired during your tenure is confidential to the Company and should not be released, communicated, nor disclosed either during your appointment or following termination (by whatever means), to any third parties without prior clearance of the Board of Directors

We are confident your association, expertise and advice will immensely benefit the Company and the Board

We thank you for your continued support and commitment to the Company

Yours sincerely

For IL&FS Financial Services Limited

_________________ CEO& Managing Director

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 Name of the Director:

Date :____________________

Place: