Dr. William Stanley Jones

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To
National Stock Exchange of India
Exchange Plaza,5th
Plot No.C/1, G
Bandra Kurla
Bandra (E)
Mumbai - 400 051
Floor
Block
Complex
Limited
The Bombay Stock Exchange Limited
Phiroze Jeejeebhoy Towers
Dalal Street
Mumbai - 400 023
3 Orh
September, 2014
Dear Sirs
Sub: Intimation under Clause 49 IVIII] (GJ Disclosure of Formal Letter ofAppointment - [ndependent Directors
Pursuant to Clause 49(VIIIJI GJ of the Listing Agreement, we would like to inform
you that, our Shareholders in their Meeting held on 29th September,2014 passed
a Resolution for Appointment of lndependent Directors, viz, Dr William Stanley
Jones, Mr Rakesh Garg and Mr M Raman.
We are enclosing herewith the Formal Letter of Appointment along with their
profile for your records.
Thanking you
Yours faithfully
for Easun Reyrolle Limited
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Chief Financial Officer
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No.I3I900TN19-l1IpfC0O6-69f
No.98, SIPCOT Industriol Compbx,
635 126. Indio.
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Iel:- +91 4344 276995, {01 600-602 Fox: +91 4344 276397 t|r,oil hosr:[email protected] osunreyrolle.com
Regd. Office : 6th Floor, Temple Tower, 672, Anno Soloi, Nondonom, Chennoi - 600 035, lndio. wwweosunreyrolle.com
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Profile of Dr William Stanley Jones
Dr W S Jones, 72 years, is an Electronic Engineering Graduate and holds a
Doctorate Degree. He is a Fellow of the Royal Academy of Engineers and the
Institution of Engineers and rechnicians, uK. He has been conferred with the title
"Order of British Empire". He retired as Joint Managing Director of VA TECHs
Transmission and Distribution operation worldwide. He served NEI Contror
Systems as Managing Director. In addition, he was appointed Managing Director
of Reyrolle Limited. Dr W S Jones also served as worldwide Managing Director of
Rolls-Royce Transmission and Distribution Limited. He served on the Boards of
many corporate, social and community bodies.
Dr W S Jones is a Director on the Board of the following Companies.
CPRE Buckinghamshire
ii) Switchcraft Europe GmbH, Germany
iii) Switchcraft Limited. Hong Kong
tv) ERL Marketing International FZE., Sharjah
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REYROLLE LTD.
4344 276ee5.4ar 600{02 Fox: +si 4344 2763e7 E""oir: hosu,@e osuorey,ole.com
Regd. Ollice : 6.h Floor, Temple Tower, 672, Anno Soloi, Nondonom, Chennoi - 600 035, Indio. www eosunreyrolle.com
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To
Dr. William Stanley Jones
DtN- 00196064
Lanes Holding. Pipers Lane
Great Kinds Hill, Bucks
HP 15 6LW, UK
29th September, 2014
Dear Stan,
Appointment as an Independent Director of the Company
On behalf of the board of Directors (Board) of the Company, I take immense
please in confirming your apporntment as an Independent Director of the Company
in terms of the applicable provisions of the companies Aci, 2013 ("the Act"), Rules
made thereunder and Revised Clause 49 of the Listing Agreement (Clause 49)
and as approved by the Board of Directors at their meeting held on 13th August,
2014 and by the Shareholders at the Annual General Meeting held on 29th
September, 2014.
Your appointment and other terms and conditions are subject to Company Policy,
Articles of Association of the Company, the relevant and applicable provisions of
the Act read with Schedule lV of the Act, and Rules made thereunder, Clause 49
as amended from time to time and as in force.
A. Preliminary
Your appointment subject to the following:
1.
During your tenure as an Independent Director, you will have to submit a
declaration at the beginning of every financial year under Section 149(7) of
the Companies Act, 2013 ("Act") stating that you meet the criteria of
Independence.
2.
So long as you are in Independent Director of the Company, the number of
Companies in which you hold office as Director or Chairman or Committee
member will not exceed the limit stipulated under the Act and the Listing
Ag reement.
3.
So long as you are in Independent Director of the Company, you will ensure
that you do not get disqualified to act as a Director pursuant to the
orovisions of Section 164 of the Act.
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Regd. Office : 6th Floor, Temple Tower,
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4. You will ensure
compliance with other provisions of the Act and listino
Agreement as applicable to you as an lndependent Director.
B. Term
Your Appointment is for a term of Five years commencing from
2gth september
2014, to 2B'n Septembe r. 2019.
C. Committees:
You have been appointed on the following Committees of the
Board
l)
ll)
Audit Committee
Nomination and Remuneration Committee
D. Code of Conduct and Duties and Responsibilities:
You are expected to stay updated on how best to discharge your rores,
responsibilities and duties and liabilities as an Independent Director
of the
company under appricabre raw, incruding keeping abreast of current changes
ano
trends in economic, political, social, financial, legal and corporate gouurn"n"u
pracuces.
You are expected to:
(i) take decisions objectively and solely in the interests of
the Company;
(ii) facilitate Company's adherence to high standards of ethics and
corporate
behavior;
(iii) guide the Board in monitoring the effectiveness of the
company's governance
practices and to recommend changes, required if any;
(iv) guide the Board in monitoring and managing potential
conflicts of
interest of Management, Board Members and stakehorders, incruding
misuse of
corporate assets and abuse in related party transactions;
(v) guide the Board in ensuring the integrity of the company's
accounting and
financial reporting systems, incruding the independent audit, and
that appropriate
systems of control are in place, in particular, systems for risk management,
financial and operationar contror, and compriance with the raw and ierevanr
standards,
CIN No.L31900TN 1974p1C006695
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As an lndependent Director, vou shall:
1
. To uphold
ethical standards of integrity and probity,
2. To act objectively and constructively while exercising your
duties;
3
To exercise their responsib irities in a bona fide manner in the
interest of the
Compa ny,
4. To devote sufficient time and attention towards your professional
obligations for
informed and balanced decision makino:
5. To not allow any extraneous considerations that wifl vitiate
their exercise of
objective independent judgment in the paramount interest
of the company as a
whole, while concurring in or dissenting from the co||ective judgment
of the Board
in its decision making;
6. To not abuse their position to the detriment of the company
or its sharehorders
or for the purpose of gaining direct or indirect personar
advantage or advantage for
any associated person:
7. To refrain from any action that wourd read to ross of their independence;
8. where circumstances arise which make an independent Director rose
hrs
independence, the independent Director must immediatery inform
the Boaro
accordingly;
9. To assist the Company in implementing the besr corporate governance
practtces.
Role and functions:
1. Assist in bringing an independent judgment to bear on the Board,s
deliberations especially on issues of strategy, performance,
risr
management, resources\ key apporntments and standards
o{ conduc\.
2.
3
4.
Bring an objective view in the evaruation of the performance of Board
and
management.
scrutinize the performance of management in meeting agreed goars and
objectives and monitor the reporting of performance.
Satisfy yourself on the integrity of financial information and that financial
controls and systems of risk management are robust and defensible.
CIN No.L3 1900TN 1,97 4pLC00 669 s
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safeguard the interests
of ail
stakehorders, particurarry
shareholders.
6.
7.
the
minority
Balance the conflicting interest of the stakeholoers.
Determine appropriate levels of remuneration of executive directors,
key
managenal personnel and senior management and have a prime role in
appointing and where necessary recommend removal of executive
directors, key managerial personnel and senior management.
Duties:
1.
Moderate and arbitrate in the interest of the Company as a whole,
situations of conflict between management and shareholder,s interest.
2.
Undertake appropriate induction and regurarry update and refresh
vour
skills, knowledge and familiarity with the Company.
3.
seek appropriate crarification or amprification of information and, where
In
necessary, take and follow appropriate professional advice and opinion
of
outside experts at the expense of the Company.
,1
strive to attend all meetings of the Board incruding a separate meeting of
the independent director and of the Board committees of which vou are a
mem Der.
5.
6.
Participate constructively and actively in the committees of the Board
in
which you are chairperson or member.
Strive to attend the general meetings of the Company.
7
Where you have concerns about the running of the Company or a proposed
action, ensure that these are addressed by the Board and, to the extent
that
they are not resolved, insist that your concerns are recorded in the minutes
of the Board meeting.
8.
Keep yourself well informed about the Company and the external
environment rn which it operates.
9
Not to unfairly obstruct the functioning of an otherwise proper Board or
committee of the Board.
CIN No.L3 190OTN1974p1C006695
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10.
Pay sufficient attention and ensure that adequate deliberations are held
before approving related party transactions and assure vourself that the
same are in the interest of the Company.
11. Ascertain and ensure that the company has an adequate and functional
vigil mechanism and to ensure that the interests of a person who uses such
mechanism are not prejudicially affected on account of such use.
12. Report concerns about unethical behavior, actual or suspected fraud or
violatjon of the Company's code of conduct or ethics policy.
13. Acting withrn your authorrty, assist in protecting the legitimate interests of
the Company, shareholders and its emplovees.
14. Not disclose confidential information, including commercial secrets,
technologies, advertising and sares promotion prans, unpubrished price
sensitive information, unless such disclosure is expressly approved by the
Board or required by law.
F. Remuneration
1. Your annual remuneration will be as under:
(a) sitting fees for attending each meeting of the Board and its committees
as may be determined by the Board from time to time, and
(b) Commission that may be determined by the Board payable at the end of
each financial year will be based on the performance of the company and
your performance evaluated by the Board of Directors.
2. You will be entifled to reimbursement of expenses incurred by you
in
connection with attending the Board meetings, Board committee meetings,
general meetings and in relation to the business of the company towards
hotel accommodation, travelling and other oulof_pocket expenses.
3. Pursuant to appricabre raw, you wiil not be entiiled to any stock options.
G. Insurance
1. The Company provides all its Directors with, and pays the premiums for,
Directors and officers insurance cover while acting in their capacities as
Directors.
The present amount of the Insurance cover is Rs.5 crores. (Rupees Five crores),
CIN No.13190OTN1974p1C00669S
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2. The copy of the policy can be furnished on request to the
Company Secretary.
H. Performance Evaluation
Your reappointment or extension of term and your remuneratlon will
be
recommended by the Nomination and Remuneration committee
of the Board,
pursuant to a performance evaluation carried out
bv the Board.
L Miscellaneous
l
You will have access to confidentiar information, whether
or not the information
rs marked or designated as "confidentiar" or "proprietary",
rerating to the company
and its business incruding regar, financiar, technicar, commerciar,
marketing and
business rerated records, data, documents, reports, etc., crient information,
intellectual property rights (incruding trade secrets), ("confidentiar
Information,,).
You shall use reasonabre efforts to keep confidentiar and to
not discrose to any
third party, such Confidential Information.
lf any Confidential Information is required to be disclosed by you in response
to
any summons or in connectron with any ritigation, or in order
to compry with any
applicable law, order, regulation or ruling, then any such disclosure
should be, to
the extent possible, with the prior consent of the Board.
Please confirm your acceptance by signing, dating, and
returning a copy of this
letter to the Company.
Yours faithfully,
For Easun Reyrolle Limited
Hari Eswaran
Chairman
CIN No.l-3 190OTN1974p1C006695
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