SEBI LODR REGULATIONS Key Highlights Vol 002

Obligations of Independent Directors:

  • Number of companies in which appointment can be made: A person shall not be Independent Director in more than 07 (seven) Listed companies

If ID is whole time Director in any listed company then he can be appointed as ID in maximum 03 (three) Listed companies

 

  • Tenure of Appointment: Maximum tenure of ID shall be as per Companies Act, 2013 and rules madethereunder

 

  • Meeting and discussion thereof: ID shall hold atleast one meeting in a year without non- Independent Directors and members of management
  • In the above meeting ID will discuss the following:
    • Review the performance of non-Independent Directors and Board
    • Review the performance of chairperson of company with taking of views of executive and non-executive Directors
    • Assess the quality, quantity and timeliness of flow of information between management and Board

 

  • Liability of Independent Director: ID shall be liable only for acts/omission which has occurred with his knowledge and his consent or connivance
  • ID shall be liable only for acts/omission where he had not acted diligently

 

  • Filling of vacancy of Independent Director: The vacancy caused by resignation/ removal of Independent Director shall be filled before the next Board Meeting or three months from the date of such vacancy, whichever is later

 

  • Knowledge updation of Independent Director: Independent Director shall be familiarize through various programmes including:
    • Nature of industry of the listed company
    • Business Model of the listed company
    • Roles/Responsibilities/ Rights of ID
    • Any other relevant information
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