1. Terms of Appointment:
The term of appointment of an Independent Director (ID) of the Company is for a period of
5 consecutive years from the date of his/ her appointment. Independent Director is not liable to
retire by rotation.
Appointment of every independent director shall be approved by members’ of the Company.
Independent Director is not liable to retire by rotation.
Independent Directors will be eligible for re-appointment for another term of 5 consecutive years,
after the completion of their tenure of first 5 years, subject to Board approval, and the passing of
a Special Resolution by Members.
2. Roles and Duties:
The roles and duties of the Independent Director will be those normally required of a
Non-Executive Independent Director under the Companies Act, 2013. There are certain duties
prescribed for all Directors, both Executive and Non-Executive, which are fiduciary in nature and
are inter-alia as under:
1) He/ she shall act in accordance with the Company’s Memorandum of Association and Articles
of Association.
2) He/ she shall act in good faith in order to promote the objects of the Company for the benefit
of the members of the Company as a whole, and in the best interest of the Company.
3) He/ she shall discharge duties with due and reasonable care, skill and diligence.
4) He/ She shall not involve in a situation in which he/ she may have a direct or indirect interest
that conflicts, or possibly may conflict, with the interest of the Company.
5) He/ She shall not achieve or attempt to achieve any undue gain or advantage either to
himself/ herself or his/ her relatives, partners or associates.
6) He/ She shall not assign office of Director and any assignments so made shall be void.
7) He/ She Shall comply with all applicable laws and regulations of all the relevant regulatory
and other authorities as may be applicable to such Directors in their individual capacities.
Independent Directors shall also be taking sufficient care to perform duties specified in the Code
for Independent Directors under Schedule IV of the Companies Act, 2013 and clause 49 of the
listing agreement (including any modification or re-enactment of the same) that come with such
an appointment along-with accompanying liabilities.
In addition to their role as Directors, the Board may nominate Independent Director as the
Chairman/ Member of other Board Committees, as it may deem fit from time to time.
3. Expectation of the Board from the appointed Director
An Independent Director is expected to bring objectivity and independence of view to the Board’s
discussions and to help provide the Board with effective leadership in relation to the Company’s
strategy, performance, and risk management as well as ensuring high standards of financial
probity and corporate governance.
The Board meets at least four times in a year and the Audit Committee and Stakeholders’
Relationship Committee also meet at least four times in a year. Besides, there are other
Committee meetings like Nomination and Remuneration Committee, which are ordinarily
convened twice in a year.
They will be expected to attend meetings of Board and Board Committees in which ID is a
member and Members meetings and to devote such time as appropriate to discharge their duties
effectively. Ordinarily, all meetings are held at the Corporate Office in Bangalore except Annual
General Meeting.
By accepting the appointment, the Directors confirm that they are able to allocate sufficient time
to meet the expectations from their role to the satisfaction of the Board.
4. Code of Conduct and Business Ethics for Board of Directors and Insider Trading Code
The Board has put in place a Code of Conduct and Ethics for Board of Directors (Code).
Independent Directors shall abide by the Code. An annual affirmation of compliance is required to
be provided by the Independent Directors on the same.
Directors shall also comply with Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 1992 and Code of Conduct for Prevention of Insider Trading of the
Company. The directors shall not make use of unpublished price sensitive information.
5. Directors’ Fees/ Remuneration
– A sitting fee will be paid for attending each meeting of the board as well as the Audit
committee meeting attended, as per the provisions of Section 197 of the Act 2013 and
the Articles of Association of the Company, as fixed by the board from time to time;
– The ID will be entitled to claim reimbursement of all his/ her travelling, hotel and other
incidental expenses incurred by him/ her in performance of duties as director of the
Company, as per the provisions of the Act 2013.
6. Stock Options
Independent Director is not eligible to participate in Stock Options schemes of the Company.
7. Status of Appointment
The Independent Director will not be an employee of the Company and the appointment letter
shall not constitute a contract of employment. The Directors will be paid such remuneration by
way of sitting fees for meetings of the Board and its Committees as may be decided by the Board
and / or as approved by the Members from time to time.
8. Conflict of Interest
It is accepted and acknowledged that the appointed IDs may have business interests other than
those of the Company. Considering the same, they are required to declare any such
directorships, appointments and interests to the Board in writing in the prescribed form at the time
of their appointment.
In the event that circumstances seem likely to change and might give rise to a conflict of interest
or, when applicable, circumstances that might lead the Board to revise its judgments that they are
independent, this should be disclosed to both the Chairman and the Secretary.
9. Confidentiality
All information acquired during the appointment is confidential to the Company and should not be
released, either during the appointment or following termination (by whatever means) to third
parties without prior clearance from the Chairman unless required by law or by the rules of any
stock exchange or regulatory body. On reasonable request, Director shall surrender any
documents and other materials made available to them by the Company.
Attention is also drawn to the requirements under the applicable regulations and the Sequent
Insider Trading Code which is concerned with the disclosure of price sensitive information and
dealing in the securities of Sequent. Consequently director should avoid making any statements
or performing any transactions that might risk a breach of these requirements without prior
clearance from the Chairman or the Company Secretary.
Unless specifically authorized by the Company, the Independent Director shall not disclose
Company and business information to public constituencies such as the media, the financial
community, employees, members, agents, franchises, dealers, distributors and importers.
10. Termination
Independent Directors may resign from their position at any time and if they wish to do so, they
are requested to serve a reasonable written notice on the Board.
Continuation of their appointment is contingent on getting re-elected by the members in
accordance with provisions of Companies Act, 2013, the Rules framed thereunder and the
Articles of Association of the Company, from time to time in force. They will not be entitled to
compensation if the members do not re-elect them at any time.
Their appointment may also be terminated in accordance with the provisions of the Articles of
Association of the Company from time to time in force.
11. Performance evaluation of Independent Directors
The performance evaluation of independent directors shall be done by the entire Board of
Directors, excluding the director being evaluated.
The re-appointment of independent director shall be on the basis of report of performance
evaluation.
12. Miscellaneous
– Independent Directors shall give an annual declaration as required under the provision of
section 149(7) of the Companies Act, 2013 and the rules made thereunder.
– An Independent Director shall not serve as an Independent director in more than seven
listed companies as may be stipulated by the Listing Agreement or any other law of the
land, for the time being in force.
– Further, an Independent Director who is serving as a whole time director in any listed
company shall not serve as an Independent director in more than three listed companies
or such number of listed companies as may be stipulated by the Listing Agreement or
any other law of the land, for the time being in force
