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of <h1>Independent directors' conduct code and appointment rules: shareholder approval, disclosures, letters, annual meetings, and timely replacement requirements</h1> Prescribes a Code for Independent Directors under the Companies Act, 2013, mandating standards of professional conduct and defining their role, functions and duties, including objective oversight of strategy, performance, risk management, financial integrity, stakeholder protection, governance practices, handling of related party transactions, vigil mechanism assurance, and confidentiality. Regulates their appointment by requiring shareholder approval, specified disclosures in the explanatory statement, and formalisation through a letter of appointment with defined terms, expectations, fiduciary duties, insurance (if any), ethics code, prohibited actions and remuneration, with terms available for member inspection and website posting; reappointment is to be based on performance evaluation. Requires replacement of a resigning/removed independent director within three months unless the Board continues to meet independent director requirements, and mandates at least one separate meeting of independent directors each financial year with a Board-led evaluation mechanism for continuation decisions.
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