Independent director appointment and tenure rules require shareholder special resolution, annual independence declarations and D&O insurance obligations. Obligations governing independent directors require shareholder approval by special resolution for appointment, restrict alternate-director appointment and post-resignation executive reappointment, mandate at least one independent-directors-only annual meeting to review board and chair performance and information flows, require annual independence declarations verified by the board, provide limited liability tied to knowledge/consent/connivance or lack of diligence, and impose D&O insurance obligations on specified listed entities along with mandated familiarisation programmes.