Glossarytaught in E11.04
Independent director
Also called independent directors, non-executive independent director.
A board member with no material relationship to the company beyond the directorship, appointed to represent interests other than the controller's.
Under SEBI's listing rules at least a third of a listed company's board must be independent, rising to half where the chair is an executive or is linked to the promoter, and independent directors must sit on the key committees. A board of twelve with an executive chair therefore needs at least six. Verify the current text of the rules before relying on a figure.
Independence in form and independence in fact are different things. Some directors have served for many years, sit on several boards of the same group, or have other business that depends on the promoter. They are independent by classification and rarely in behaviour.
Read the tenure and the other directorships, then the attendance record. All three are disclosed.
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