Governing Board composition rules set director categories, independence standards, residency requirements and conflict disclosure obligations.

The Governing Board of an insolvency professional agency must include a managing director, independent directors, shareholder directors and a nominee director, with a minimum of seven directors excluding the nominee director. More than half of the directors must be residents in India, the number of independent directors must not be less than the number of shareholder directors, and no meeting can proceed without at least one independent director. Independent directors must satisfy specified eligibility conditions, may serve for limited terms subject to review and approval, and must observe a three-year cooling-off period before becoming shareholder directors. Directors must disclose conflicts of interest and relevant authority orders, and the nominee director has the same status, rights, duties, powers and responsibilities as other directors.

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