Sub: Your Appointment as an Independent Director of the Company
We are pleased to advise that following the recommendations of the Nomination & Remuneration Committee and the Board, the shareholders of SBI Global Factors Limited (‘the Company’) at the Extraordinary General Meeting held on ......., have approved your appointment as an Independent Director on the Board of the Company. This is pursuant to your confirmation to the Company that you meet the “independence” criteria as envisaged in Section 149(6) of the Companies Act, 2013.
2. The terms of your appointment, as set out in this letter, are subject to the extant provisions of the (i) applicable laws, including the Companies Act, 2013 and (ii) Articles of Association of the Company (“AOA”).
Your appointment will initially be for ..... years and is effective from ......, unless terminated earlier or extended, as per the applicable laws (“Term”).
As an Independent Director you will not be liable to retire by rotation.
Your re-appointment at the end of the Term shall be based on the recommendations of the Nomination & Remuneration Committee and subject to the approval of the Board and the shareholders. Your re-appointment would be considered by the Board based on the outcome of the performance evaluation process and you continuing to meet the independence criteria.
Considering the nature of the role of a Director, it is difficult for a Company to lay down specific parameters on time commitment. You agree to devote such time as is prudent and necessary for the proper performance of your role, duties and responsibilities as an Independent Director.
As an Independent Director you shall be paid sitting fees for attending the meetings of the Board and the Board Level Committees of which you are and may become a member.
Further, the Company may pay or reimburse to you such fair and reasonable expenditure, as may have been incurred by you while performing your role as an Independent Director of the Company.
As a member of the Board, your performance as well as the performance of the entire Board and its Committees shall be evaluated annually. Evaluation of each Director shall be done by all the other Directors. The criteria for evaluation shall be determined by the Nomination and Remuneration Committee and 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 / Committees. An indicative list of factors that may be evaluated as part of this exercise is:
During the Term, you agree to promptly notify the Company of any change(s) in your Directorships, and provide such other disclosures and information as may be required under the applicable laws. You also agree that upon becoming aware of any potential conflict of interest with your position as an Independent Director of the Company, you shall promptly disclose the same to the Chairman and the Company Secretary. Please confirm that as on date of this letter, you have no such conflict of interest issues with your existing Directorships.
During your Term, you agree to provide a declaration at the beginning of every Financial Year under Section 149(7) of the Companies Act, 2013 stating that you meet the criteria of Independence and also upon any change in circumstances which may affect your status as an Independent Director.
During the Term, you shall promptly intimate the Company Secretary and the Registrar of Companies in the prescribed manner, of any change(s) in address or other contact and personal details provided to the Company.
Your Directorship on the Board of the Company shall terminate or cease in accordance with law. Apart from the grounds of termination as specified in the Companies Act, 2013, your Directorship may be terminated for violation of any provision of the Company’s Code of Conduct as applicable to the Board of Directors.
You 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 you in the notice, whichever is later.
In the event of any claim or litigation against the Company, based upon any alleged conduct, act or omission on your part during your Term, you agree to render all reasonable assistance and co-operation to the Company and provide such information and documents as are necessary and reasonably requested by the Company or its counsel.
We are confident that the Board and the Company will benefit immensely from your rich experience and we look forward to your guidance for the growth of the Company. If these terms of appointment are acceptable to you, please confirm your acceptance by signing and returning the enclosed copy of this letter.
We look forward to your guidance and support to the Company.
For SBI Global Factors Limited
Managing Director & C.E.O.
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 of the same.