ÔĽŅBoard Of Directors | SEIL
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    Board of Directors


    T&C of appointment of Independent Directors

    Following terms and conditions for appointment of the Independent Directors are subject to the provisions of:

    > The Companies Act, 2013 and Clause 49 of the Listing Agreement (as amended from time to time).
    > Articles of Association of the Company.

    Appointment

    > Appointment as an Independent Director on the Board of Directors (‚Äėthe Board‚Äô) of Schneider Electric Infrastructure Limited (‚Äúthe Company‚ÄĚ) is subject to the maximum permissible Directorships that one can hold as per the provisions of the Companies Act, 2013 and the Listing Agreement.
    > The term of Independent Director would be construed as defined under the Companies Act, 2013 and the Listing Agreement. Accordingly, the Independent Directors will serve for not more than two terms of five years each on the Board of the Company.
    > The Company is at liberty to disengage Independent Director earlier subject to compliance of relevant provisions of Companies Act, 2013.

    Committees

    The Board may, if it deems fit, invite the Independent Directors for being appointed on one or more existing Board Committees or any such Committee that is set up in the future subject to applicable regulations.

    Time Commitment

    Independent Directors are expected to bring objective and independent 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 and ensure high standards of financial probity and corporate governance.

    The Board and the Audit Committee meets at least four times in a year. Besides, there are other Committee meetings like Nomination and Remuneration Committee, Stakeholders’ Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee. Independent Directors are expected to attend the meeting of the Board and Committees thereof to which they may be appointed and Shareholders meetings and devote such time as they deem appropriate for discharge of their duties effectively.


    Role and Duties

    Role and duties of an Independent Director will be those as required under the Companies Act, 2013 and the Listing Agreement. Certain duties prescribed for all Directors, both Executive and Non-Executive, which are fiduciary in nature are as under:

    > Directors should act in accordance with the Company’s Articles of Association.
    > Directors should act in good faith in order to promote the objects of the Company for the benefit of its members as a whole, and in the best interest of the Company.
    > Directors should discharge their duties with due and reasonable care, skill and diligence.
    > Directors should not involve themselves in a situation in which they may have a direct or indirect interest that conflicts, or possibly conflict, with the interest of the Company. (Refer clause 6 for full explanation on conflict of interest).
    > Directors should not achieve or attempt to achieve any undue gain or advantage either to themselves or to their relatives, partners or associates.
    > Directors should not assign their office as Director and any such assignment shall be void.

    In addition to the above requirements applicable to all the Directors, role of the Independent Director has the following key elements:
    > Strategy: Independent Directors should constructively challenge and help develop proposals on strategy.
    > Performance: Independent Directors should scrutinize the performance of management in meeting agreed goals and objectives.
    > Risk: Independent Directors should satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are robust and defensible.
    > People: Independent Directors are responsible for determining appropriate levels of remuneration of Executive Directors and have a prime role in appointing, and where necessary, removing Executive Directors and in succession planning.
    > Reporting: Independent Directors take responsibility for the processes for accurately reporting on performance and the financial position of the Company.
    > Compliance: Independent Directors should keep governance and compliance with the applicable legislation and regulations under review and the conformity of the Company practices to accepted norms.


    Criteria of payment to Non-Executive Directors

    No remuneration (other than sitting fees paid to the Independent Directors, the details of which are given in the Annual Report of the Company) is paid to Non-Executive Directors.

    Incorporate Familiarization programmes imparted to Independent Directors

    Familiarization programme - Independent Directors


    In terms of Reg. 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Familiarization Program for Independent Directors was organized as per the following details:

    S.No Programme held on Particulars Name of the Directors
    Mr. Vinod Kumar Dhall Mr. Ranjan Pant Mr. V.S Vasudevan
    1 11.09.2017 Succession planning for Board of Directors and Senior Management as per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Whether attended Yes Yes No
    Hours spent One and half hours One and half hours
    2 13.11.2017 Presentation by Mr. Sant Kumar Verma on GST Whether attended Yes Yes Yes
    Hours spent Two hours Two hours Two hours


    Summary of programmes held during this financial year 2017-18 and on cumulative basis till date


    Total no. of programmes held During the financial year Cumulative
    2 2
    No. of hours spent 3.5 3.5