India Compute Interchange Private Limited
Executive Committee of the Board of Directors Charter
The primary purpose of the Committee is to exercise the authority of the Board when the Board is not in session, except in cases where action of the entire Board is required by charter, bylaws or applicable law. The Committee may review and provide counsel to management regarding material policies, plans or proposals prior to submission of such items to the Board. The Committee may provide oversight of management succession planning for key executive positions. It shall make such reports and recommendations to the Board as it deems advisable.
2. Membership & Organization
- The founders of ICIx shall be members of the Committee.
- The Committee shall consist of no fewer than three directors.
- It is the responsibility of the Committee Chairperson to schedule all meetings of the Committee and provide the Committee with a written agenda for all meetings. A quorum of the Committee shall be declared when a majority of the appointed members of the Committee are in attendance. The Committee may ask members of management or others to attend the meeting and provide information.
3. Committee Meetings, Tasks and Authority
- The Committee shall meet as deemed necessary and appropriate by its Chairperson, keep minutes of its proceedings and report as necessary or desirable to the Board.
- To function on behalf of the Board during intervals between meetings of the Board, as necessary, except as limited by applicable law.
- The Committee may as necessary preliminary screen, discuss and recommend with respect to matters that are to be brought before the full Board; such that various aspects of a management proposal would be fully discussed, additional information requested, modifications suggested and alternative courses identified and developed.
- To be utilized when not able to convene the full Board, as or a sounding board for the Executive Chairman & President and the Chief Executive Officer (“CEO”).
- The Committee may review and make recommendations to the Board regarding the annual operating and capital budgets as proposed by management.
- The Committee may review investment banking, financial consulting and other financial relationships with the Company.
- The Committee may review and make recommendations to the Board regarding management recommendations regarding strategic, business, legislative and regulatory policy determinations that impact the Company’s strategic positioning, business opportunities, growth prospects, and profitability.
- The Committee may coordinate with the Executive Chairman & President and the CEO to ensure that a successor for emergencies is designated at all times and that a formalized process governs long-term management development and succession. The Executive Chairman & President and CEO may report to the Committee annually about development of senior management personnel and succession plans.
- The Committee may review and approve the annual goals, priorities and performance measures of the Management Team.
- The Committee may review the appointment of new members to the Management Team and any contractual commitments with members of the Management Team. The Committee may review and approve unbudgeted expenditures as necessary during intervals of between meetings of the Board.
- The Committee shall conduct such reviews, investigations and/or surveys as the Committee may reasonably deem will provide such information as could reasonably be required by the Committee in the exercise of its functions.
Other Review Activities
- Subject to the approval of the Board, the Committee shall have the authority to hire specialists or rely upon other outside advisors or specialists in the performance of its functions. The Committee shall also have the authority to approve the fees and retention terms applicable to such specialists and advisors.
- The Committee shall perform such other functions assigned by law, the Company’s charter or bylaws or the Board.
4. Reporting Activities
- The Committee Chairperson shall make reports to the Board as necessary or desirable.
- The Committee may confer with Company management and other employees to the extent it may deem necessary or appropriate to fulfill its duties.
- The Committee shall reassess the adequacy of this Charter on an annual basis and submit any recommended changes to the full Board for approval.