Explain with reference to the provisions of the Companies Act, 2013 whether an independent director is entitled to: (i) Sitting fee;

CS Professional · Advanced Company Law and Practice · PYQS · June 2015
Explain with reference to the provisions of the Companies Act, 2013 whether an independent director is entitled to: (i) Sitting fee;

Answer & Explanation:

Section 149(9) clearly states that notwithstanding anything contained in any other provision of this Act, but subject to the provisions of sections 197 and 198, an independent director shall not be entitled to any stock option and may receive remuneration by way of fee provided under sub-section (5) of section 197 i.e. sitting fee for attending meetings, reimbursement of expenses for participation in the Board and other meetings and profit related commission as may be approved by the members. Rule 4 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, states that the amount of sitting fees payable to a director for attending meetings of the Board or committees thereof may be such as may be decided by the Board of directors or the Remuneration Committee thereof which shall not exceed the sum of rupees one lakh per meeting of the Board or committee thereof. Further, the Board may decide different sitting fee payable to independent and non-independent directors other than whole-time directors. For giving sitting fee, only board resolution is sufficient. Sitting fees payable to Independent Directors shall not be less than sitting fees payable to other Directors.

Topics: Directors

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