Alchemy Pharmaceuticals Ltd. is a listed company and is one of the leading pharma companies, having multiple factories across India. It is currently contemplating to further expand its operations. In April 2026, the stat

CS Professional · Environmental, Social and Governance (ESG) Principles and Practice · PYQS · June 2026
Alchemy Pharmaceuticals Ltd. is a listed company and is one of the leading pharma companies, having multiple factories across India. It is currently contemplating to further expand its operations. In April 2026, the statutory audit and annual activities by the secretarial team were in full swing as the financial year 2025-26 was over recently. Sashi, the Company Secretary of the Company, had a detailed meeting with Sumana, the Secretarial Auditor about the upcoming Secretarial Audit. He mentioned to Sumana that, Mannan, one of the independent directors had not attended the board meetings since last many quarters and does not appear to be interested to continue on the Company's Board. There were also media news about his involvement in activities / businesses with other companies, apparently compromising his integrity and independence. On the point relating to independent directors and their role, Sumana highlighted that, as per SEBI (LODR) 2015, every listed entity should disclose in its report, a chart or a matrix setting out the skills, expertise and competence of the board of directors. And, with reference to the board's competency diversity, SEBI (LODR) 2015, with the objective of improving transparency, has widened the perspective of board diversity by adding skill diversity as an element of board composition. Therefore, building the right Board requires an understanding of director's competencies. He also emphasised that director's competencies encompass technical and behavioural competencies. He also suggested that the Company's Board can consider appointing a lead independent director, as done by many large corporates. In last week of April 2026, the Board decided to appoint a new director and even considered convening a board meeting at short notice. Sashi was on a personal emergency leave, hence this matter was being handled by Arul, Sashi's assistant, a newly qualified Company Secretary, who joined the Company recently. Arul served the notice of the proposed board meeting to be held on 3rd May 2026 through speed post on 1st May 2026 stating in subject line as 'Proposed board meeting on 3rd May 2026' to discuss appointment of new independent director and to discuss other matters, on a plain paper mentioning the Company's name and date. One of the Directors, who was very senior and experienced, called Sashi, expressing concern about the validity of the notice stating that there should be a clear 7 days' notice and that the notice did not contain anything about the meeting being called at a shorter notice. Arul contended that there is a provision in the articles of association for a shorter notice, hence meeting can be held at shorter notice. Considering his absence, Sashi asked Arul to consult you, a Senior Company Secretary on this matter. Based on the above facts, answer the following: Elucidate the role of the Lead Independent Director.

Answer & Explanation:

It is a good corporate governance practice to designate an independent director as a lead independent director who keeps a keen eye on whether the chair is performing in his/her role to the board's satisfaction without losing objectivity or independence. The lead independent director monitors the relationship between the chair and the CEO, and ensure that it is a well-functioning working relationship without becoming too close or powerful. The role of the lead independent director is mentioned as under: Acts as the principal liaison between the independent directors of the Board and the Chairman of the Board; Develops the agenda for and preside at executive sessions of the Board's independent directors; Advises the Chairman of the Board as to an appropriate schedule for Board meetings, seeking to ensure that the independent directors can perform their duties responsibly while not interfering with the flow of Company operations; Approves with the Chairman of the Board the agenda for Board and Board Committee meetings and the need for special meetings of the Board; Advises the Chairman of the Board as to the quality, quantity and timeliness of the information submitted by the Company's management that is necessary or appropriate for the independent directors to effectively and responsibly perform their duties; Recommends to the Board the retention of advisors and consultants who report directly to the Board; Interviews, along with the chair of the Nominating and Corporate Governance Committee, all Board candidates, and make recommendations to the Nominating and Corporate Governance Committee; Assists the Board and Company officers in better ensuring compliance with and implementation of the Governance Guidelines; Serves as Chairman of the Board when the Chairman is not present; and Serves as a liaison for consultation and communication with shareholders.

Topics: Corporate Governance

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