Schedule IV Guides Independent Directors on Ethics, Governance, and Stakeholder Protection in Companies Bill 2011

The Code for Independent Directors, as outlined in Schedule IV of the Companies Bill, 2011, serves as a guide for the professional conduct of independent directors. It emphasizes ethical standards, objective judgment, and the protection of company and shareholder interests. Independent directors are tasked with scrutinizing management performance, safeguarding stakeholder interests, and ensuring robust corporate governance practices. Their duties include regular skill updates, participation in meetings, and maintaining confidentiality. The appointment process is independent of management, requiring shareholder approval and formalized through a letter of appointment. Performance evaluations determine reappointments, and vacancies must be filled within 180 days unless the board remains compliant. Independent directors must hold separate meetings annually to review board performance and information flow.

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