Terms and Conditions
SUPRA INDUSTRIAL RESOURCES LIMITED
TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS
The terms and conditions of appointment of the Independent Directors are subject to the
extant provisions of the (i) applicable laws, including the Companies Act, 2013 (‘2013 Act’) and as per the relevant regulation of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time) and (ii) Articles of Association of the Company.
The broad terms and conditions of their appointments as Independent Directors of the Company is mentioned hereunder:
The appointment is for a term of 5 (five) years commencing from the date of appointment.
As Independent Directors, they will not be liable to retire by rotation.
Reappointment at the end of the Term shall be based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Board and the
shareholders. The reappointment would be considered by the Board based on the outcome of the performance evaluation process and the directors continuing to meet the independence criteria.
The directors may be requested to be a member / Chairman of any one or more Committees of the Board which may be constituted from time to time.
ROLE DUTIES AND RESPONSIBILITIES
A. As members of the Board, they along with the other Directors will be collectively
responsible for meeting the objectives of the Board which include:
a) Requirements under the Companies Act, 2013 “Responsibilities of the Board” as outlined in the Corporate Governance requirements as prescribed by Stock Exchanges as per the relevant regulation of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time).
b) Accountability under the Director’s Responsibility Statement.
B. They shall abide by the ‘Code For Independent Directors’ as outlined in Schedule IV to section 149(8) of the 2013 Act, and duties of directors as provided in the 2013 Act (including Section 166) and as per the relevant regulation of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time). They are particularly requested to provide guidance in their area of expertise.
They agree to devote such time as is prudent and necessary for the proper performance of their role, duties and responsibilities as an Independent Director.
As Independent Directors, they shall be paid sitting fees as decided by board for attending the 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. The aggregate remuneration to be paid to all the Independent and Non-Executive Directors would not exceed 1% of the total net profits of the Company during any Financial Year.
CODE OF CONDUCT
As Independent Directors of the Company, they agree to comply with the Code of Conduct for Non-Executive Directors (NEDs).
Unless specifically authorized by the Company, they shall not disclose company and business information to constituencies such as the media, the financial community, employees, shareholders, agents, franchisees, dealers, distributors and importers.
Their obligation of confidentiality shall survive cessation of their respective directorships with the Company.
The provisions of both, Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 1992 and the Code of Conduct on Prevention of Insider Trading, prohibiting disclosure or use of unpublished price sensitive information, would be applicable to the Independent Directors.
Additionally, they shall not participate in any business activity which might impede the application of their independent judgment in the best interest of the Company.
All Directors are required to sign a confirmation of acceptance of the Code of Conduct for NEDs as adopted by the Board on annual basis.
An Independent Director will be liable only in respect of such acts of omission or commission by a company which had occurred with his knowledge, attributable through Board process, and with his consent or connivance or where he had not acted diligently.
TRAINING AND DEVELOPMENT
The Company may, if required, conduct formal training program for its 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 will fund/arrange for training on all matters which are common to the whole Board.
As members of the Board, their performance as well as the performance of the entire Board
and its Committees will be evaluated annually. Evaluation of each director shall be done by all the other directors. The criteria for evaluation shall be 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.
DISCLOSURES, OTHER DIRECTORSHIPS AND BUSINESS INTERESTS
During the Term, they 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 Independent Directors of the Company, they shall promptly disclose the same to the Chairman.
During their Term, they agree to promptly provide a declaration under Section 149(7) of the
2013 Act, upon any change in circumstances which may affect their status as an Independent Director.
CHANGES OF PERSONAL DETAILS
During the Term, they shall promptly intimate the Chairman and the Registrar of Companies in the prescribed manner, of any change in address or other contact and personal details provided to the Company.
They may resign from the directorship of the Company by giving a notice in writing to the
Company stating the reasons for resignation. The resignation shall take effect from the date on which the notice is received by the Company or the date, if any, specified by them in the notice, whichever is later.
Their directorship on the Board of the Company shall cease in accordance with law. The
Company may disengage Independent Directors prior to completion of Term (subject to
compliance of relevant provisions of the 2013 Act) upon Violation of any provision of the Code of Conduct as applicable to NEDs, Upon the director failing to meet the criteria for
independence as envisaged in Section 149(6) of the 2013 Act.