Much wuld depend on the follg.
Pl. start discussing on these topics/prepare complete answer to these-
1. Is he share holding Director? on the Board ? Then arrange to fix his managerial remuneration/emoluments and appropriate formulae.
2. Is he an Executive directly involving certain areas of operations like, production, HR, Finance, Spl.divisions etc. Then fix areas of his responsibilities, assigned duties, day to day responsibilities.
3. List out delegation of powers & responsibilities.
4. Refer your Recrutment & promotion policies/rules and short list what are applicable to him, take his scale of pay, allow. perks, benefits etc.
5. Also pick up relevant points from the appointment letters of other directors which are common to all.
6. Most of the directors are appointed for a particular tenure, then finalise his tenure in consultation with your offcials concerned/competent to.
7. List out other general terms like, conduct and discipline rules, termination terms etc,
8. Determine whether he has to undergo an oath of office & secrecy.
9. Consult your Co.Secretary for compliances with ref.to Companies Act requirements.
and so on.
Then prepare/compile a draft offer/apptt. letter, get them corrected if any, get it approved by an authorised authority and go ahead.
If still U feel in adequate, consult a competent legal advisor who are well versed in co.law matters, get it vetted by him. Don't forget it as it may require the approval of your board as well. Then arrange to pass a resolution, get it authenticated by yr.co.Secy. for yr.file.
If you still require any help, continue the link with details & specifics. If U still deem it necessary send an e-mail (firstname.lastname@example.org) with full details, I'll try my best, of course no fee is charged simple thanks wud do.
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