'Independent Director represent the conscience of the investing public and also take care of public interest'. Discuss it with performance evaluation of independent directors.
CS Professional · Ethics, Governance and Sustainability · PYQS · December 2021
'Independent Director represent the conscience of the investing public and also take care of public interest'. Discuss it with performance evaluation of independent directors.
Answer & Explanation:
Independent directors bear a fiduciary responsibility towards shareholders and the creditors. The company and the board are responsible for all the consequences of actions taken by the officers of the company. As per Section 149(12) of the Companies Act, 2013, notwithstanding anything contained in this Act, 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. Performance evaluation of Independent Directors The Nomination Committee shall lay down the evaluation criteria for performance evaluation of independent directors. The listed entity shall disclose the criteria for performance evaluation, as laid down by the Nomination Committee, in its Annual Report. The performance evaluation of independent directors shall be done by the entire Board of Directors (excluding the director being evaluated). On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent director.
Topics: Corporate Governance
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