Independent director requirements set composition and qualification standards, limit tenure, and restrict remuneration and liability conditions. Companies must have a Board of individual directors meeting prescribed minimums and maximums and specific female representation; listed public companies must include independent directors in prescribed proportion. An independent director is disqualified by promoter status, familial or pecuniary ties, recent employment or key managerial roles within the group, substantial professional transactions, and certain relatives' holdings or indebtedness. Independent directors must make annual and situational declarations, comply with Schedule IV, face defined tenure and reappointment rules with a cooling-off period, are restricted in remuneration, and bear liability only for acts attributable to their knowledge, consent, connivance or lack of due diligence.