TERMS OF APPOINTMENT OF INDEPENDENT DIRECTORS
Sub: Letter of Appointment
Dear Mr/ Mrs ______________,
1. This letter records the terms on which you are to serve as an Additional Director of ENVAIR ELECTRODYNE LIMITED. (The "Company").
2. As you know, your appointment as a director of the Company is subject to the provisions of the bye-laws of the Company from time to time (the "Bye-Laws") and any applicable laws or regulations. Nothing in this letter shall be taken to exclude or vary the terms of the Bye-Laws as they apply to you as a director of the Company.
3. Your appointment on the terms of this letter was approved at the Board of Directors meeting of the Company held on __________. Your appointment will be effective from the date of the meeting, and you will hold office for such term as prescribed in the Bye-Laws.
4. The relationship between you and the Company shall be that of office-holder and not one of employment.
5. You will be entitled to sitting fees as may be decided by the Board of Directors from time to time for attending Board Meeting of ENVAIR ELECTRODYNE LIMITED
6. In the event that you are called on or requested to perform any special duties or responsibilities outside your ordinary duties as a director (for example, in relation to a take-over), the Board may agree to pay you special fees, as may be decided by the Board of Directors from time to time.
7. In addition, you will be entitled to be repaid all reasonable and properly documented expenses which you incur in the proper performance of the duties of your office on the basis prescribed by the Bye-Laws.
8. Your role as a director in securing good corporate governance is vital. You will be responsible for the working of the Board, for its balance of membership (subject to Board and shareholder approval), for ensuring that all the relevant issues are on the agenda, for ensuring that all directors are encouraged and enabled to play their full part in the activities of the Board and for ensuring that the Company complies, to the extent applicable,. Where appropriate and with proper consultation with the Board you shall represent the Company to investors, lenders and outside influencers.
9. As a director you will perform the duties normally attendant on that office, including (without limitation) attending Board meetings. You are expected to work with and through the Board; you are not expected to undertake executive duties or to assume executive responsibilities. You will be expected to exercise the general fiduciary duties and duties of care and confidentiality expected of every director.
10 You agree that:
(a) You may be asked to participate on any committee of the Board;
(b) the Board may delegate some of its functions to a committee determined by the Board, and that such committee may make decisions and take actions on behalf of the Company within its terms of reference, without the approval of the full Board;
(c) Your prime responsibilities are the attendance at Board meetings of the Company and the giving of such advice to the Board as is consistent with your duties as a director of the Company;
(d) You will be required to accept responsibility, publicly and where necessary in writing, when required to do so under any act, regulation or code of conduct;
(e) You will abide by your fiduciary duties as a director of the Company. You will immediately report your own wrongdoing or the wrongdoing or proposed wrongdoing of any other employee or director of which you become aware to the Chairman, or if not appropriate to report it to the Chairman, to the other Directors;
(f) you will comply and, as part of Board, ensure that the Company complies with all applicable rules and regulations, including the listing rules of the Bombay Stock exchange Code of Corporate Governance, to the extent applicable; and
(g) You will be the director with responsibility for any code on directors' conduct or dealings in securities of the Company as the Company may adopt from time to time.
11. The Company shall give to you any information concerning the Company and its subsidiaries as you may reasonably require enabling you to comply with your statutory, regulatory and common law duties as a director.
12. On the termination of your appointment on notice, any outstanding director's fees will be paid on the terms set out above to the extent that they are unpaid, up to the date of termination.
13. You shall neither during your appointment nor at any time (without limit) after the cessation of your appointment, directly or indirectly:
(a) Use for your own purposes or those of any other person, company, business entity or other organization whatsoever; or
(b) disclose to any person, company, business entity or other organization whatsoever, any confidential information relating or belonging to the Company.
14. You agree that upon the expiration or earlier determination of this appointment to surrender and deliver up to the Company all documents and records in your possession containing such confidential information.
15. The obligations contained in paragraph 14 of this letter shall cease to apply to any information which may subsequently come into the public domain after the termination of your appointment other than by way of unauthorized disclosure.
16. You recognize that during your appointment you will have access to and come into contact with confidential information belonging to the Company or to any subsidiary of the Company. You therefore agree that the restrictions contained or referred to in paragraph 14 of this letter are reasonable and necessary to protect the legitimate business interests of the Company and each subsidiary of the Company both during and after the cessation of your appointment.
17. The Company will provide you with a right to indemnity to the extent set out in the Bye-Laws.
18. The benefit of each agreement and your obligations in respect of paragraph 14 may be assigned to and enforced by all successors and assigns for the time being of the Company and such agreements and obligations shall operate and remain binding notwithstanding the termination of your appointment.
19. This letter cancels and is in substitution for all previous letters of engagement, agreements and arrangements (whether oral or in writing) relating to the subject-matter of this letter between you and the Company all of which shall be deemed to have been terminated by mutual consent. This letter constitutes the entire terms and conditions of your appointment and no waiver or modification of these terms shall be valid unless in writing, signed by you and for and on behalf of the Company and only to the extent set out in such written waiver or modification.
20. The various provisions of this letter are severable and if any provision or sub-provision is held to be unenforceable by any court of competent jurisdiction then such enforceability shall not affect the enforceability of the remaining provisions of this letter.
Kindly confirm your agreement to the terms set out in this letter by signing the endorsement below and returning the copy to me at the Company's address printed at the head of this letter.
For and on behalf of ENVAIR ELECTRODYNE LIMITED
CHAIRMAN & MANAGING DIRECTOR