Directors are appointed by the shareholders of the company to represent their interests, by setting long term goals and ensuring that the policies and processes are in place, to achieve the objectives of the company.

1. UNDERST AN DIN G
3 RS OF A D IREC T OR

2. Directors are appointed by
the shareholders of the
company to represent their
interests, by setting long
term goals and ensuring that
the policies and processes
are in place, to achieve the
objectives of the company.

3. The primary role of a Director is
to safeguard the interests of all
stakeholders, and not only those
of shareholders. He/she also plays
the role of a watchdog, to ensure
transparency in the functioning
of the company, so that no frauds
and wrongdoings are committed
by management personnel.
He/she has to perform the role of
superintendence, direction and
control.
R O L E O F A
D I R E C T O R

4. While a number of
responsibilities of a Director are
given under the Companies Act,
2013 and SEBI LODR
Regulations, 2015, the
overarching responsibilities
include –
R E S P O N S I B I L I T I E S
O F A D I R E C T O R

5. 1.
2.
3.
4.
5.
6.
To act in good faith, in order to
promote the objects of the
company for the benefit of all the
stakeholders.
To act in accordance with the
Articles of the company.
To exercise reasonable care, skill,
and diligence whilst carrying out
all functions.
To exercise independent
judgement.
To avoid any situation of conflict
of interest.
To not disclose any confidential
information about the company.

6. 7.
8.
9.
10.
To not misuse the office of
Director.
To attend all meetings of the
Board and committee, as also the
AGM.
To come prepared for meetings.
To ask for additional information,
if required.

7. RIGHTS OF A
DIRECTOR
At the time of
onboarding, a proper
induction programme.
To receive notice and
agenda papers of
board/committee
meetings.

8. RIGHTS OF A
DIRECTOR
To receive remuneration
by way of sitting fee,
stock options (not
applicable for
Independent Directors),
profit linked commission,
and reimbursement of
expenses for
participation in the
Board and other
meetings.
To receive legal advice
for any matters relating
to the company.

9. While a number of rights of the
Board are given under the
Companies Act, 2013 and SEBI
LODR Regulations, 2015, the
overarching rights include –
R I G H T S O F A BO A R D A S
A C O L L E C T I V E BO DY /

10. 1.
2.
3.
4.
5.
TTo decide on Board
composition, including
appointment of Chairperson.
To finalise strategy, along with
management.
To discuss the business of the
company.
To decide annual operating plans
and budgets.
To receive a compliance
certificate, as well as steps
taken/ planned to be taken by
the company to rectify instances
of non-compliances, if any.

11. 7.
8.
To have an overview of legal
matters.
To have exposure to risks
To decide the process of
succession planning.
6.

12. Thank you
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