Clause 149 - Company to have Board of Directors.

Independent director criteria and duties ensure board impartiality, declarations, limited remuneration, and defined liability protections.

Every company must maintain a Board of Directors with prescribed minimum and maximum composition, a residency requirement for at least one director, gender representation rules for certain classes, and a required proportion of independent directors for listed companies, including transitional compliance and rounding rules. Independent directors are defined by exclusion from executive or nominee roles and by criteria covering integrity, expertise, absence of promoter status or disqualifying familial or pecuniary relationships, prohibitions on recent employment or material professional links, and other prescribed qualifications; they must declare independence and comply with Schedule IV.