Independent directors bring valuable outside perspective and have objective view in Board deliberations. What are the various roles of an independent director?

CS Professional · Ethics, Governance and Sustainability · PYQS · December 2016
Independent directors bring valuable outside perspective and have objective view in Board deliberations. What are the various roles of an independent director?

Answer & Explanation:

Role of Independent Director Independent directors are known to bring an objective view in board deliberations. They also ensure that there is no dominance of one individual or special interest group or the stifling of healthy debate. They act as the guardians of the interest of all shareholders and stakeholders, especially in the areas of potential conflict of interest. Independent Directors bring a valuable outside perspective to the deliberations. They contribute significantly to the decision-making process of the Board. They can bring an objective view to the evaluation of the performance of Board and management. In addition, they can play an important role in areas where the interest of management, the company and shareholders may converge such as executive remuneration, succession planning, changes in corporate control, audit function etc. Keeping in view the importance of Independent Director, the role of an Independent Director can be enumerated as follows: To ensure un-biased, independent judgment in the Board meetings relating to all the key issues. To make critical evaluation of the performance of Board and Management in the best interest of the Company and overall stakeholders. To scrutinize the effect of key strategies for achievement of desired goals and provide critical analysis of possible shortcomings. To ensure integrity of financial information, financial controls, audit mechanisms and the effective risk management system. Being an outsider to the company, he should consider the interest of minority shareholders. Balance the often conflicting interests of the stakeholders Facilitate withstanding and countering pressures from owners Fulfil a useful role in succession planning Act as a coach and mentor for their other colleagues Provide independent judgment and wider perspectives on various issues

Topics: Corporate Governance

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