Independent directors must maintain integrity, be independently appointed, evaluated and replaced based on performance. Code for Independent Directors mandates integrity, objective judgment, sufficient time commitment, avoidance and disclosure of loss of independence, and support for corporate governance. It requires independent selection and shareholder approval, a formal appointment letter specifying term, duties, expectations and remuneration, public availability of terms, performance-based reappointment, replacement of vacancies within three months unless board requirements remain met, separate annual independent-director meetings to review board performance and information flow, and board-led performance evaluation excluding the director evaluated.
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Provisions expressly mentioned in the judgment/order text.
Independent directors must maintain integrity, be independently appointed, evaluated and replaced based on performance.
Code for Independent Directors mandates integrity, objective judgment, sufficient time commitment, avoidance and disclosure of loss of independence, and support for corporate governance. It requires independent selection and shareholder approval, a formal appointment letter specifying term, duties, expectations and remuneration, public availability of terms, performance-based reappointment, replacement of vacancies within three months unless board requirements remain met, separate annual independent-director meetings to review board performance and information flow, and board-led performance evaluation excluding the director evaluated.
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