Independent directors requirement applies to specified public companies; vacancies must be promptly filled and certain unlisted classes excluded. Specified public companies must appoint at least two independent directors where prescribed financial thresholds, as shown in the latest audited financial statements, are met; higher audit-committee-driven composition requirements prevail. Interim vacancies must be filled by the board by the next meeting or within three months. A company not meeting thresholds for three consecutive years is exempt until it meets any condition again, and specified classes of unlisted public companies are excluded from the primary requirement.