1. Part-time Non-official (Independent) Directors are appointed pursuant to the order of the Department of Heavy Industry, Ministry of Heavy Industries & Public Enterprises and / or Ministry of Power, Government of India for a period of three years.
2. The Independent Director shall always act in accordance with the Memorandum & Articles of Association of the Company and in furtherance of objects of the Company. He shall strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member and to attend the general meetings of the Company. He shall work as a team with other Board members in a spirit of cooperation.
3. The Board has constituted various Board Level Committees as required under statutory regulations & guidelines and as required for the functioning of the Company. Certain committees require mandatorily to have Independent Directors and members are required to function as per terms of reference of the respective Committees.
4. Section 166 of the Companies Act, 2013 provides the fiduciary duties of the Directors; Section 149(12) states the accompanying liabilities of the Directors while Section 184 provides disclosure of Interest by director; the Directors to abide by provisions of these sections during their tenure in the Company. The Company and independent directors are also required to abide by the provisions specified in Schedule IV to the Companies Act pertaining to Code for Independent Directors and any other Code of Conduct & Ethics, if any, framed by the Company.
5. Independent Directors are entitled to sitting fee @ Rs.20,000/- per Board Meeting and Rs.15,000/- per Board Level Committee Meeting attended by them. In addition, Independent Directors are eligible for reimbursement of expenses for participation in the Boards and other meetings. However, Independent Directors will not be eligible for any profit related commission or stock option.
6. All information acquired during one’s appointment as an Independent Director is confidential and should not be released, either during his/ her tenure as an Independent Director or thereafter, to third parties unless required by law or by any regulatory authority.