Duties of Independent Director

  1. Independent directors shall have following duties:
    The independent directors shall -

    1. Undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company.
    2. Seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company.
    3. Strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member.
    4. Participate constructively and actively in the committees of the Board in which they are chairpersons or members.
    5. Strive to attend the general meetings of the company.
    6. Where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting.
    7. Keep themselves well informed about the company and the external environment in which it operates.
    8. Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company.
    9. Ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use.
    10. Report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy.
    11. Acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees.
    12. Not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.

  2. In addition to the above duties an independent director shall be subject to following professional conduct:
    An independent director shall-

    1. Uphold ethical standards of integrity and probity.
    2. Act objectively and constructively while exercising his duties.
    3. Exercise his responsibilities in a bona fide manner in the interest of the company.
    4. Devote sufficient time and attention to his professional obligations for informed and balanced decision making.
    5. Not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making.
    6. Refrain from any action that would lead to loss of his independence.
    7. Where circumstances arise which make an independent director lose his independence, the independent director must immediately inform the Board accordingly.
    8. Assist the company in implementing the best corporate governance practices.
    9. An independent director shall be held liable, only in respect of such acts of omission or commission by a company which had occurred with his knowledge, attributable through Board processes, and with his consent or connivance or where he had not acted diligently with respect of the provisions contained in the Listing Agreement.