Role of Independent Directors

Role of an Independent Director

Independent Director acts as a guide, coach, and mentor to the Company. The role includes improving corporate credibility and governance standards by working as a watchdog and help in managing risk. Independent directors are responsible for ensuring better governance by actively involving in various committees set up by company

The independent directors are required because they perform the following important role :

  1. Facilitate withstanding and countering pressures from owners;
  2. Fulfill a useful role in succession planning;
  3. On issues such as strategy, performance, risk management, resources, key appointments and standards of conduct he must support in gaining independent judgment to bear on the board’s deliberations
  4. While evaluating the performance of board and management of the company bring an objective view
  5. Scrutinizing, monitoring and reporting management’s performance regarding goals and objectives agreed in the board meetings
  6. Safeguard the interests of all stakeholders, particularly the minority shareholders;
  7. Balance the conflicting interest of the stakeholders;
  8. Satisfying themselves that financial controls and systems of risk management are in operation and check on the integrity of financial information
  9. In situations of conflict between management and shareholder’s interest, aim towards the solutions which are in the best interest of the company.
  10. establishing the suitable levels of remuneration of
  • Executive directors,
  • Key managerial personnel
  • Senior management

Duties of an Independent Director

The Independent Directors shall :

  1. Undertake appropriate induction and regularly update and refresh their skills, knowledge, and familiarity with the company
  2. Attempt to attend company’s  general meetings
  3. Attempt to attend BOD’s meetings and board committees meeting being a member
  4. Have adequate knowledge about the company and the external environment in which it operates
  5. Report matters concerning the unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy
  6. Acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees
  7. Not to unfairly obstruct the functioning of the company or committee of the Board
  8. Participate in the Board’s committee being chairpersons or members of that committee
  9. Not to disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law
  10. Ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use.

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