Discuss the role of Independent Directors in better Corporate Governance. Can Independent directors be made liable for their act and duties?

The independent directors shall: help in bringing an independent judgment to bear on the Board's deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct; bring an objective view in the evaluation of the performance of board and management; scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance; satisfy themselves on the integrity of financial information and ensure that financial controls and the systems of risk management are robust and defensible; safeguard the interests of all stakeholders, particularly the minority shareholders; balance the conflicting interests of all stakeholders; determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management; moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder's interest. Liability of Independent Directors Section 149(12) of the Companies Act, 2013 provides that an independent director shall be held liable, only in respect of such acts of omission or commission by a company which had occurred with his knowledge, attributable through Board processes, and with his consent or connivance or where he had not acted diligently. Regulation 25(5) of SEBI (LODR) Regulations, 2015 provides that an independent director shall be held liable, only in respect of such acts of omission or commission by the listed entity which had occurred with his knowledge, attributable through processes of board of directors, and with his consent or connivance or where he had not acted diligently with respect to the provisions contained in these regulations. Also Regulation 25(10) provides that with effect from October 1, 2018, the top 500 listed entities by market capitalization calculated as on March 31 of the preceding financial year, shall undertake Directors and Officers insurance ('D and O insurance') for all their independent directors of such quantum and for such risks as may be determined by its board of directors.