Date [ • ]
Dear [ • ],
SUBJECT: APPOINTMENT AS AN INDEPENDENT DIRECTOR
I am pleased to confirm that the Board of Directors of Dr. Reddy’s Laboratories Limited (‘the Company’) has resolved to offer you a position as an Independent Director of the Company. The purpose of this letter is to outline the basis and expectations of this appointment.
You are requested to please sign and return the att ached copy in acknowledgement.
Term of Appointment
Your appointment will be for the period of [ • ] years subject to a yearly review. Please do read the Articles of Association of the Company to understand certain circumstances under which your appointment may cease.
Meetings and time involvement
It is estimated that you would need to commit at least four days per quarter to fulfill your fiduciary duties as an independent Director, including preparing for meetings, attendance and undertaking allocated follow-up tasks, office and site visits as necessary, as well as being available for adhoc discussions from time-to-time.
Remuneration & Expenses
You will be entitled to remuneration by way of commission as applicable as per the provisions of Companies Act, 2013. For the Company, payment of commission is based on:
In addition to the commission, you may also be paid sitting fees for attending the Board and Committee meetings, as may be approved by the Board , within the ceilings under the Companies Act, 2013.
You will be reimbursed for all approved expenses in curred in your role as a Director. In addition, should you be requested to perform other work for the Company, outside the scope of usual Directors’ duties, you shall be entitled to additional remuneration as agreed upon by the Chairperson or Lead Independent Director at the time.
Independence and Code of Conduct
The Company has a Code of Business Conduct and Ethics. This is attached with the letter for your reading. Please note that you need to comply with the requirements as stated in the Code. You also need to complete the Director’s Independence Assessment /confirmation and submit the same to us.
In compliance with the requirements of the Companies Act, 2013, you are required to make certain disclosures related to and/or which might affect your role as a Director. These include:
The Code of Conduct for Prevention of Insider Trading deals with securities trading provisions. Acceptance of this letter indicates that you have read and understood the Code of Conduct. You will be required to affirm compliance with the Code on an annual basis.
Director’s Performance Review
Your role in the Board and/or its Committees will be subject to review. The review process will be performed on a yearly basis.
Deed of Indemnity
Under the Articles of Association, you have certain rights regarding access to the Company’s documents and the right to be indemnified for certa in liabilities arising from exercising duties as a Director.
The Company maintains Directors & Officers (D&O) In surance for its Board members.
In consultation with the Chairperson, you may seek independent professional advice, at the Company’s expense, on any matter connected with the discharge of your responsibilities as a Director. Copies of this advice may be made available to and for the benefit of all Board members.
In your role as a Director you will be in possession of confidential information about the Company and its affairs. You may only use that information in the proper performance of your duties or as required by law; you must not use it to gain advantage for yourself or others, or to the detriment of the Company.
We look forward to your acceptance of the abovementioned offer.Yours sincerely,
[•] Chairperson, Nomination Governance and Compensation Committee.
Accepted Name [•]
Signature Date [•]