TERMS AND CONDITIONS OF THE APPOINTMENT OF INDEPENDENT DIRECTOR (“ID”) OF THE ABM
INTERNATIONAL LIMITED (“COMPANY”)
The terms of the Appointment, which shall in any event be subject to the Articles
of Association of the Company, are set out below. Subject to the detailed terms
of the letter of appointment,, it is anticipated that the Appointment will be for
an initial period of five years which can be less than five years but maximum term
should not exceed five years and may continue thereafter for a second term upto
five years, if mutually agreed, and subject to the provisions of section 149(10)
of the Companies Act, 2013.
1. In compliance with provision of section 149(13) of the Companies Act, 2013, during
the term the directorship is not subject to retirement by rotation at the Company's
Annual General Meeting.
2. Notwithstanding the other provisions of this Letter, the Appointment may be terminated
in accordance with the provisions of the Articles of Association of the Company
or on failure to meet the parameters of independence, defined in section 149(6)
or on the occurrence of any event as defined in, section 167 of the Companies Act,
3. Upon termination or upon the resignation for any reason, duly intimated to, the
Company, ID will not be entitled to any damages for loss of office of any compensation
in respect of any unexpired portion of the Term of the Appointment.
4. ID are expected to devote such time to the, affairs of the Company as is required
by the duties as Independent Director.
5. ID will perform the duties of Independent Director in accordance with the, Company's
Articles of Association and the Code for Independent Directors as defined in Schedule
IV of the Companies Act, 2013 and any document relating to the respective duties
of the Independent Director as approved by the Board from time to time.
6_ ID will be paid a sitting fee for the services as an Independent Director for
every Board meeting and any committee meeting attended by ID in person or through
video conferencing for all meetings as may be decided by Board of Directors. ID
will also be entitled for reimbursement of expenses in connection thereto.
7. ID will have no entitlement to participate in any employee stock option scheme
offered by the Company.
8. In addition to the fees described in paragraph 6 above, the Company will reimburse
ID for all reasonable out of pocket expenses necessarily incurred in carrying out
the duties from time to time. ID should submit any details of expenses together
with appropriate receipts so incurred to the Company Secretary
INSURANCE (OPTION MAY BE TAKEN BY THE COMPANY)
9. The Company will use its best endeavours to maintain appropriate director’s and
officers’ (D&O) liability insurance (including ensuring that premiums are properly
paid) for the benefit: (i) during the Appointment; and (ii) after the Appointment,
. in each case in respect of any matter occurring or alleged to have occurred while
you are or were an Independent Director of the Company
10. If ID are directly or indirectly concerned or interested in a contract or arrangement
or proposed contract or arrangement entered into or to be entered into; (a) With
any Body corporate in which ID are individually or in association with any director
hold more than two percent shareholding of that body corporate or are a Promoter,
Manager, Chief Executive Officer of that body corporate, (b) With a firm or other
entity in which ID are a partner, owner or member, as the case may be, shall disclose
the nature of the said concern or interest at the meeting of the Board in which
such contract or arrangement is to be discussed and shall not participate in such
11. Provided that if ID are not concerned or interested at the time of entering
into such contract or arrangement, but become concerned or interested in future,
the disclosure shall be made at the first board meeting held after ID become interested
CODE OF CONDUCT
12. During the Appointment ID are required to comply with any relevant regulations
as contained in Schedule IV under Companies Act, 2013 and such other requirements
as the Board of Directors may from time to time specify. ID are not expected to
do any action which is not permitted under the provisions of applicable laws or
which a director should not do while functioning as such in the company.
13. ID must apply the highest standards of confidentiality, and not disclose to
any person or company (whether during the course of the Appointment or at any time
after its termination), any confidential information concerning the Company, with
which ID come into contact by virtue of the position as an Independent Director.
14. ID attention is also drawn to the requirements under both legislation and •
regulation as to the disclosure of price-sensitive information. Consequently ID
should not make any statements that might risk a breach of these. requirements.
15. On termination of the Appointment of ID will deliver to the Company all• books,
documents, papers and other property of or relating to the business of the Company
or any Group Company which are in the possession, custody or power by virtue of
the position as an Independent Director of the Company. The Company is able to arrange
the disposal of papers which ID• no longer require.
16. ID performance as Independent Director will be reviewed by the entire, Board.
Based on the report of performance evaluation the decision of extending the term
of appointment shall be made.
PUBLICATION OF THE LETTER OF APPOINTMENT
17. In line with provision of Clause IV sub clause 6 of Schedule IV, Companies Act,
2013, the terms and conditions of the appointment may be required to make public
and display the same on the Company's website.
MEMBERSHIP OF COMMITTEES
18. This letter refers to the appointment as an Independent Director of the Company.
However, ID may be asked to serve on one or more committees of the Board.
INDEPENDENT PROFESSIONAL ADVICE
19. There may be occasions when ID consider that they need professional advice in
furtherance of the duties as a Director and it will be appropriate for them to consult
independent advisers at the Company's expenses. The Company will reimburse the full
cost of expenditure incurred in accordance with the Company's policy
20. The Letter and any non-contractual obligations arising out of or in connection
with this Letter are governed by, and shall be construed in accordance with, the
laws of India and the parties agree to submit to the exclusive jurisdiction of the
courts of Delhi.