"A good practice is to designate an independent director as a Lead Independent Director". Elucidate the role of Lead Independent Director according to Companies Act, 2013.
CS Professional · Ethics, Governance and Sustainability · PYQS · June 2019
"A good practice is to designate an independent director as a Lead Independent Director". Elucidate the role of Lead Independent Director according to Companies Act, 2013.
Answer & Explanation:
Internationally, it is considered a good practice to designate an independent director as a lead independent director or senior independent director. The 'OECD Principles of Corporate Governance' advocates such a post with the lead independent director having the authority to chair or call a meeting of all independent directors separately. The UK Corporate Governance Code requires appointment of a lead independent director who should answer shareholders' queries that are not answered satisfactorily by the Board Chairman or the Management. A lead independent director can also be very important figure in the Board that has two sets of controlling shareholders that are in conflict with each other due to any issue. Hence, as per global best practices, some of the roles and responsibilities of a lead independent director are: to act as an independent chief among all Board members who take proactive role in Board decisions; to convene and chair separate meeting of independent directors, whenever necessary; to answer shareholders queries that are not satisfactorily answered by the Chairman and Management to develop the agenda for and preside at executive sessions of the Board's independent directors; Advise 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; Approve with the Chairman of the Board the agenda for Board and Board Committee meetings and the need for special meetings of the Board; Advise 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; Recommend 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 ensuring better 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: Independent Directors
Related Questions in this Topic
- "The Independence of independent directors is one of most debated aspects in Corporate Governance". In the light of this...
- "Sustainable Development indicates development that meets the need of the present generation without compromising with t...
- Discuss the commitments adopted under Rio+20 outcome document.
- Kyosei philosophy reflects a confluence of social, environmental, technological and political solutions. Elaborate.
- Discuss in brief: (e) United Nations Conference on Environment and Development.