ZEE Entertainment

Terms and Conditions for Appointment of Independent Directors

Corporate Governance

ZEE ENTERTAINMENT ENTERPRISES LIMITED

Terms and Conditions of Appointment of Independent Directors (Pursuant to SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 Brief Terms and Conditions pertaining to Appointment of Independent Directors of the Company:
Sr. No. Name of Independent Director
1 Prof Sunil Sharma
2 Prof ( Ms) Neharika Vohra
3 Mr Manish Chokhani
4 Mr Adesh Kumar Gupta


Roles & Duties and Responsibilities
1. As members of the Board, the Independent Directors along with the other Directors will be collectively responsible for meeting the objectives of the Board which include

* Compliance with the requirements under the Companies Act 2013 ("Act")
* 'Responsibilities of the Board' as outlined in the Clause 4(f) of the Listing Regulations 2015.
* Accountability under the Director's Responsibility Statement.
* Overseeing the maintenance of Corporate Governance standards of the Company and ethical conduct of business.
* Protecting and enhancing the Zee brand.
2. The Independent Directors shall abide by the 'Code of Independent Directors' outlined in Schedule IV to Section 149(8) of the Act, and duties of directors as perSection 166 of the Act and those contained in the Listing Regulations 2015.

Remuneration
Independent Directors shall be paid sitting fees for attending the meetings of the Board and the Committees of which they are members. In addition the Independent Directors shall be eligible for
* Payment of commission that may be determined by the Board from time to time, on a prorate basis;
* Reimbursement of such expenditure, as may have been incurred by any of them while performing their role as an Independent Director of the Company.

Compliance with Code(s)
Code of Conduct
Independent Directors of the Company shall comply with the Code of Conduct of the Board of Directors, as adopted by the Board.

Whistle Blower Policy
Independent Directors of the Company shall comply with the Whistle Blower Policy, as adopted by the Board.

Insider Trading Regulations
The provisions of both the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and the Code of Conduct of Board of Directors on Prevention of Insider Trading, prohibiting disclosure or use of unpublished price sensitive information, would be applicable to the Independent Directors of the Company.

Confidentiality
As Independent Director(s), they shall apply highest standards of confidentiality and not disclose to any person or Company, any confidential information, including commercial secrets, business and operations plans. The obligation of confidentiality shall survive cessation of their respective directorships with the Company.
Conflict of Interest
During the term, Independent Directors agree to promptly disclose to or notify the Company of
i any change in their directorships;
ii. provide such other disclosures and information as required under the applicable laws; and
iii. upon becoming aware of any potential conflict of interest with their position as Independent Director(s) of the Company, promptly disclose the same to the Company Secretary of the Company.