Professional Documents
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Directors
Directors
Directors
DIRECTORS
“Director” includes any person occupying the position of director, by
whatever name called;
It is not the name by which a person is called but the position he occupies
and the functions and the duties which he discharges that determine
whether in fact he is a director or not.
An executive of the company, who is designated as executive director, but
who is not a member of the Board, is not a director.
TYPES OF DIRECTORS
Companies Act
Rotational Director
Non-executive directors
2. Relation between
independent directors:
There is no existing
provision in Clause 49 whichIt is proposed to stipulate thatViews/representations have been
speaks about the relationcompanies shall disclose thereceived by SEBI stating that some
amongst independentrelation between independentcompanies have independent
directors. directors inter-se as well as otherdirectors who are related to each
directors of the company notother. They further state that such
holding management position, inpractices are only technical
all documents where the details ofcompliance and do not uphold the
the Board of directors arespirit of the clause and hence such
incorporated/ given forpersons should not be considered
information of the public/independent.
shareholders. It may not be
possible to mandate a blanket
provision that independent
directors should not be related to
each other.
There is no existing
FW-07-09,FL1, roll no. 38 to 49 4
Independent Directors are hardly independent
I. Independent Director
Previous Definition Amended Definition
'Independent Director' means apart from Now besides the existing definition
receiving director’s remuneration, does not following additional requirements have
have any material pecuniary relationships been introduced:
or transactions with the company, its Independent Director is one who:
promoters, its senior management or its ♦ is not related to promoters or
holding company, its subsidiaries and management at the board level or at
associated companies; one level below the board;
♦ has not been an executive of the
company in the immediately preceding
three financial years;
♦ is not a partner or an executive of the
statutory audit firm or the internal audit
firm that is associated with the
company, and has not been a partner
or an executive of any such firm for the
last three years. This will also apply to
legal firm(s) and consulting firm(s) that
have a material association with the
entity.
♦ is not a supplier, service provider or
customer of the company. This should
include lessor-lessee type relationships
also; and
♦ is not a substantial shareholder of the
company, i.e. owning two percent or
more of the block of voting shares.
Other Definitions:
Legal provisions
♦ Sec 5: officer in default:
– Independent directors are treated as such only where the
company does not have a wholetime director, or no specific
director is charged with a particular compliance:
• Alas – this provision is not applicable for compliances
under any other law
♦ Sec 267-269 applicable only to wholetime directors
CONCLUSION
Also there has been a considerable change in the attitude of the corporate
management in recent times and they are coming forward to implement
good corporate governance practices, realizing their importance.
Bibliography
www.google.com
www.sebi.gov.in
www.vinodkothari.com