Code of Conduct for Non-Executive Directors
 
Non-Executive Directors of  TAYO ROLLS LIMITED will always act in the interest of the company and ensure that any other business or personal association which they may have, does not involve any conflict of interest with the operations of the company and his role therein.
 
Non-Executive Directors will comply with all applicable laws and regulations of all the relevant regulatory and other authorities as may be applicable to such Directors in their individual capacities.
 
Non-Executive Directors will safeguard the confidentiality of all information received by them by virtue of their position.
 
 

Criteria for payment of remuneration to Non-Executive Directors

At the Annual General Meeting held on 16th July, 2003, members approved the remuneration to the Non-executive Directors by way of commission, not exceeding 1% of the net profits computed in accordance with the Companies Act, 1956, for a period of 5 years commencing 1st April, 2002. The commission for each financial year is based on the profitability of the Company. The commission is distributed amongst the NED's on the basis of the Board and Committee meeting attended by each individual Directors during the financial year. The formula for calculating the commission to each individual NED is, as below:

* One (1) point for each meeting attended.
* One (1) additional point for each meeting for chairing the meeting be it the Board Meeting,      Audit Committee Meeting, Remuneration Committee Meeting or any other Committee     of the Board Meeting.
* The total commission payable for the financial year is then divided by the total points so     arrived, to determine rupees per meeting.
* Commission of each individual NED is arrived by multiplying the rupees per meeting with     the points earned by each individual NEDs.

31st December,2005