Independent director duties require objective judgment, ethical integrity and formalised appointment to safeguard stakeholder interests. The Code requires independent directors to maintain ethical integrity, exercise objective independent judgment, devote sufficient time, avoid conflicts, and promptly disclose loss of independence; it prescribes roles in strategic oversight, performance and risk scrutiny, protection of stakeholder interests, and determining executive appointments and remuneration, sets duties including induction, active participation, reporting concerns, oversight of related party transactions and vigil mechanisms, and mandates an independent, shareholder-approved appointment formalised by a letter specifying terms, with reappointment based on performance evaluation and replacement rules for vacancies.