TERMS & CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS
Pursuant to declarations received under Section 149(6) of Companies Act, 2013, the Board and the Shareholders have approved the appointment of following Directors as Independent Directors.
The terms and conditions of appointment of the following Independent Directors are subject to the extant provisions of the (i) applicable laws, including the Companies Act, 2013 (‘2013 Act’) (as amended from time to time) and (ii) Articles of Association of the Company.
Name of Independent Directors
With effect from
Mr. Prashant Shekhar Panda
28th August, 2014
Till conclusion of 24th AGM to be held in the year 2019.
Mr. Venkatesan Narayanan
28th August, 2014
Till conclusion of 24th AGM to be held in the year 2019.
The broad terms and conditions of their appointments as Independent Directors of the Company are reproduced hereunder:
- 1. APPOINTMENT
The appointment will be for the period mentioned against their respective names (“Term”).
The Company may disengage Independent Directors prior to completion of the Term subject to compliance of relevant provisions of the 2013 Act.
As Independent Directors, they will not be liable to retire by rotation.
The Independent Directors will serve for not more than two terms of five years each on the Board of the Company. Reappointment at the end of the Term shall be based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Board and the shareholders. The reappointment would be considered by the Board based on the outcome of the performance evaluation process and the directors continuing to meet the independence criteria.
The directors may be requested to be a member / Chairman of any one or more Committees of the Board which may be constituted from time to time.
- 2. TIME COMMITMENT:
As a Non-Executive Director they are 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 atleast four to five times in a year. The Audit Committee also meets atleast four to five times in a year. They will be expected to attend Board, Board Committees to which you may be appointed and Shareholders meetings and to devote such time to your duties, as appropriate for you to discharge your duties effectively. Ordinarily, all meetings are held in Bangalore.
- 3. ROLES & DUTIES :
The role and duties 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 as under:
- 1. They shall act in accordance with the Company’s Articles of Association.
- 2. They shall 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.
- 3. They shall discharge their duties with due and reasonable care, skill and diligence.
- 4. They shall not involve themselves in a situation in which they may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company.
- 5. They shall not achieve or attempt to achieve any undue gain or advantage either to themselves or to their relatives, partners or associates.
- 6. They shall not assign their office as Director and any assignments so made shall be void.
In addition to the above requirements applicable to all Directors, Non-Executive Director:
- 1. Should constructively challenge and help develop proposals on strategy;
- 2. Should scrutinize the performance ofmanagement in meeting agreed goals and objectives;
- 3. Should satisfy themselves on the integrity of financialinformation and that financial controls and systems of risk management are robust and defensible;
- 4. Are responsible for determining appropriate levelsof remuneration of Executive Directors and have a prime role in appointing, and where necessary, removing Executive Directors and in succession planning;
- 5. Should take responsibility for the processes for accurately reporting on performance and the financial position of World Resorts Limited; and
- 6. Should keep governance and compliance withthe applicable legislation and regulations under review and the conformity of World Resorts Limited practices to accepted norms.
- 4. STATUS OF APPOINTMENT
They will not be an employee of the Company. They 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 approved by the Shareholders from time to time. Further, they may be paid remuneration by way of commission as may be approved by the Board and Shareholders from time to time.
5. REIMBURSEMENT OF EXPENSES
In addition to the remuneration described above the Company may, for the period of appointment of Independent Directors, reimburse them for travel, hotel and other incidental expenses incurred by them in the performance of their roles & duties.
- 6. CONFLICT OF INTEREST
6.1 It is accepted and acknowledged that they may have business interests other than those of the Company. As a condition to their appointment commencing, 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.
6.2 In the event that their 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 judgment that they are independent, this should be disclosed to the Chairman of the Company.
- 7. CONFIDENTIALITY:
All information acquired during their appointment is confidential to World Resorts Limited and should not be released, either during their 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 regulatory body.
They should avoid making any statements or performing any transactions that might risk a breach of these requirements without prior clearance from the Chairman.
8. EVALUATION :
The Company will follow the following Evaluation Mechanism:
8.1 Based on the evaluation and recommendation by the Nomination and Remuneration Committee, the Company will carry out an evaluation of the performance of the Board as a whole, Board Committees and Directors on an annual basis
8.2 On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment as an Independent Director.
9. INDEPENDENT PROFESSIONAL ADVICE
There may be occasions when they consider that they need professional advice in furtherance of their duties as a Director and it will be appropriate for them to consult independent advisers at the Company’s expense. The Company will reimburse the full cost of expenditure incurred in accordance with the Company’s policy.
10. DISCLOSURE OF INTEREST
The Company must include in its Annual Accounts a note of any material interest that a Director may have in any transaction or arrangement that the Company has entered into. Such interest should be disclosed no later than when the transaction or arrangement comes up at a Board meeting so that the minutes may record their interest appropriately and our records are updated. A general notice that they are interested in any contracts with a particular person, firm or company is acceptable.
11. CODE FOR INDEPENDENT DIRECTORS, CODE OF CONDUCT FOR DIRECTORS AND CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
They are required to abide by the Code for Independent Directors, as issued by the Company.
a. They may resign from their position at any time and should they wish to do so, they are requested to serve a reasonable written notice on the Board.
b. Continuation of their appointment is contingent on their getting re-elected by the shareholders in accordance with provisions of Companies Act, 2013 and the Articles of Association of the Company, from time to time in force. They will not be entitled to compensation if the shareholders do not re-elect them at any time.