Date : ________________
Name of Director
We are pleased to inform you that upon the recommendation of the Nomination Committee, the Board of Directors of the Company has approved your appointment as Non-Executive Independent Director of the Company with effect from _______ 20__. Your appointment is subject to the approval of shareholders at the ensuing Annual General Meeting of the Company scheduled to be held on ___________20_.
This letter of appointment setting the terms and conditions thereof is being issued to you, in terms of Clause IV (4) of Schedule IV to the said Act.
The aforesaid Schedule IV inter alia covers the guidelines of professional conduct, roles, functions, duties,etc., of the Independent Directors. Further, Section 166 of the Companies Act, 2013 provides for the Duties of Directors of a company. The extracts of the relevant provisions of the Companies Act, 2013 along with the Schedule is enclosed as Annexure A for information.
Further, you shall also endeavor to provide the necessary disclosure under all applicable laws and adhere to the various Codes and Policies formulated and adopted by theCompany, from time to time.
Please note that for all the functions discharged by you, the Company will be paying sitting fees for meetings of the Board and its Committees as may be decided by the Board from time to time.
In addition to the remuneration as mentioned above, the Company shall reimburse you for all reasonable out-of pocket expenses necessarily incurred for attending the various meetings of the Board/Committee/Members and for discharging the fiduciary obligations towards the Company.
Kindly note that the Company shall purchase a Directors’ and Officers’ (D and O) liability insurance and it is intended to maintain such cover for the full term of your appointment.
By accepting this appointment, you are deemed to have confirmed that, any other position you hold including your directorships in other organizations, will not give rise to any ‘conflicts of interest’ in relation to your appointment as an Independent Director of the Company. Should you become aware of any conflict or potential conflict during the period of your appointment, you are expected to notify the same to the Board.
Looking forward to your continued support and commitment to the Company.
With kind regards,
For National Payments Corporation of India
Managing Director & CEO
Encl: Annexure A
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.
The Code is a guide to professional conduct for independent directors. Adherence to these standards by independent directors and fulfillment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of independent directors.
An independent director shall:
The independent directors shall:
The independent directors shall
The re-appointment of independent director shall be on the basis of report of performance evaluation.