"The Independence of independent directors is one of most debated aspects in Corporate Governance". In the light of this statement, state the criteria for performance evaluation of independent directors as stipulated in

CS Professional · Ethics, Governance and Sustainability · PYQS · June 2019
"The Independence of independent directors is one of most debated aspects in Corporate Governance". In the light of this statement, state the criteria for performance evaluation of independent directors as stipulated in the Companies Act, 2013 and listing regulations.

Answer & Explanation:

Performance evaluation of independent directors under Section 178 (2) read with Schedule IV of the Companies Act 2013: The Nomination and Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. The performance of the independent directors would have to be done by the entire Board excluding the director to be evaluated. On the basis of the report of performance evaluation, the continuance or extension of the term of appointment of the independent director would be determined. SEBI (LODR) Regulations, 2015 provide following for the performance evaluation of independent directors: The Nomination Committee shall lay down the evaluation criteria for performance evaluation of independent directors. The listed entities 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: Independent Directors

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