Independent director requirements ensure residency majority, term limits, nomination process and conflict disclosure on governing boards. The Governing Board must include a managing director, independent directors and shareholder directors with at least seven members; the managing director is distinct from other categories and employees appointed as directors are deemed shareholder directors. A majority must be resident in India. Independent directors must satisfy ability, integrity and expertise criteria, have no recent pecuniary ties to the agency or its major shareholders, not be insolvency professionals, and are nominated by the Board from agency proposals. Independent directors serve up to two three year terms or to the age limit, face a three year cooling off before becoming shareholder directors, and an independent director must be elected Chairperson. Directors must disclose and not participate in matters where they have interests, and disclose orders affecting character or reputation, ceasing to hold office if disqualified by such order.