Independent Directors

Beyond box-ticking, it's time to reassess the role of independent directors

As tenures of several independent directors end, it's time to evaluate their performance and how to improve it

Cooling period for independent directors: Is there a loophole?

Government and regulators should be on the alert. A 3-year cooling period after two 5-year terms for independent directors will take place in 2024. But companies are searching for a way out by @JayantThakur

IPO-bound Swiggy appoints Titan’s Suparna Mitra as independent director

Suparna Mitra's appointment comes roughly two months after Mallika Srinivasan, Chairman and Managing Director of TAFE, stepped down from the board, a year after her appointment.

Company boards to see major churn in 2024 as independent directors may vacate office

The Companies Act 2013 says independent directors can have two terms of five years each, a deadline which may end in 2024

Binny Ltd's 4 independent directors settle with Sebi, pay over Rs 42 lakh

They had been issued showcause notices alleging failure on their part to do due diligence and act on behalf of the shareholders

Why laws on independent directors need to be tailored to suit Indian conditions

The CII Guidelines on independent directors fail to deal with two elephants in the room, as they are modelled on western principles

IiAS urges independent directors to 'protect' Raymond from promoters, if needed

The independent directors have also been advised to retain independent legal counsel to protect themselves and "delineate" themselves from the allegations.

Independent directors must step up to their onerous roles or step back

With the advent of shareholder and media activism, the Companies Act allowing class action suits, increasing oversight by regulators and action by enforcement agencies, the position of independent directors has become highly vulnerable to civil and criminal liability

MC Explains | Nykaa’s controversial bonus issue decoded in five questions

The bonus issue denied investors a fair exit by blocking 83 percent of the share value, and disincentivising sales due to a higher tax rate. The Independent Directors are particularly culpable

Nykaa’s bonus issue | Independent directors’ failure is galling: Fraud-investigation expert

Vidya Rajarao alleges retail investors have been cheated and points to those who failed them.

Role of independent directors in protecting company from promoter family’s feuds

Investors expect independent directors to separate the interests of the company from those of its promoters. They now want independent directors to weigh in when there are disputes within promoter factions

Sebi approves new option for appointment, removal of independent directors

Sebi's board, during its meeting held on Friday, approved an alternative method for the appointment and removal of independent directors appointed for the first term.

PTC India Financial inducts to its board 4 independent directors from parent PTC India

PTC India Financial Services' three independent directors resigned on January 19 citing lapses in governance and compliance. Since then, Sebi has barred them to hold a board meeting without independent directors

Independent Directors | Sebi rules may be loaded against small companies

Professionals would prefer to take on an advisory role in smaller companies where they do not run the risks associated with the position of an Independent Director

Independent Directors | We need less confusion, more relaxation of norms

The lawmakers keep tinkering with the subject of independent directors, adding a requirement once, giving a relaxation next, and ending up creating confusion and unanswered questions

Can the new SEBI rules produce TN Seshan-like independent directors?

How independent are independent directors? SEBI’s fresh rules for the appointment of independent directors, who form the fulcrum of governance framework in any corporate setup, will be watched with keen interest.

Sebi amends regulations for IDs, criteria for InvITs and REITs; jacks up reward for insider trading informants

Amendments to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations) pertaining to regulatory provisions related to Independent Directors approved; no clearance for amendments to the Stock Exchange and Clearing Corporation regulations yet.

Will Sebi’s proposal on independent directors improve corporate governance?

Independent directors are seen as a pillar that balances interests of all stakeholders with a primary emphasis on that of minority shareholders vis-à-vis promoters

SEBI proposes updates to rules for independent directors of companies

SEBI’s proposal is open for public consultation till April 1

Will mandatory CEO rotation for banks achieve better governance?

Adding a layer of tenure-based caps will not incrementally strengthen governance standards for Indian banks. Instead, RBI already has powers for approving CEO reappointments. It must use these.

Policy | Independent directors need training, not eligibility criteria

The proficiency self-assessment test instituted by the MCA is unlikely to provide any meaningful solution to board strengthening. There is no denying that boards in India need training but understanding technical subjects will not help directors in taking the right decision.