[Pursuant to the provisions of Schedule IV to the Companies Act, 2013]
Schedule IV to the Companies Act, 2013 provides for the ‘Code for Independent Directors’. The Code is a guide to professional conduct for independent directors. Adherence to these standards by independent directors and fulfilment 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.
The broad terms and conditions of appointment of Independent Directors are reproduced hereunder:
Terms of Appointment
Appointment on Committees of Board of Directors
The Board of Directors may, if it deems fit, invite Independent Director for being appointed on one or more existing Board Committees or any such Committee(s) that is set up in the future as Chairman or Member which will be covered in a separate communication setting out the relevant committee's terms of reference and any specific responsibilities.
Code of Conduct
Responsibility, Role, and Function
An Independent Director of the Bank will have the same responsibilities as that of any other Directors of the Bank. The Board of the Bank as a whole is collectively responsible to provide direction and supervision to the Bank.
Role as an Independent Director
An Independent Director shall:
As an Independent Director, he/she shall:
Induction, Training and Development
The Bank conducts training and knowledge sessions for its Directors, which may include all or any of the following:
The Bank recommends that Independent Director to attend all these programs and sessions which will help broaden their understanding of the Bank, its business, and the environment and markets in which it operates.
An Independent Director shall be held liable, in respect of such acts of omission or commission by Company which had occurred with their knowledge, attributable through Board processes, and with their consent or connivance or where they had not acted diligently.
Director’s Liability Insurance
The Bank has in place a Directors’ and Officers’ Liability Insurance Policy, which will also be applicable to an Independent Director from the date of their appointment. The copy of the policy can be furnished on request to the Company Secretary.
Reimbursement Of Expenses
Resignation or Removal
The re-appointment of an independent director shall be on the basis of report of performance evaluation.
Disclosure of Interest
In the event of any claim or litigation against the Company, based upon any alleged conduct, act or omission on Independent Director part during their term, he/she shall agree to render all reasonable assistance and cooperation to the Company and provide such assistance and documents as are necessary and reasonably requested by the Company or any regulatory/statutory authority.
Conflict of Interest
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