Independent Directors: Role, Risk and Ruination. Ranjeev C Dubey Managing Partner. ADVOCATES. C- 62 B, SUPERMART- 1, DLF PHASE- IV, GURGAON- 122009, HARYANA, INDIA TEL NO: +91 -124 - 4042521 FAX: +91- 124 - 4042522 E mail : [email protected]
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Independent Directors: Role, Risk and Ruination
Ranjeev C Dubey
C- 62 B, SUPERMART- 1, DLF PHASE- IV,
GURGAON- 122009, HARYANA, INDIA
TEL NO: +91 -124 - 4042521 FAX: +91- 124 - 4042522
E mail : [email protected]
Independent Director: Directors In Comp Act ‘56.
Independent Directors: Definition of IDs in Comp Act ‘56.
Independent Directors: Duties and Risk of IDs in Comp Act ‘56.
Independent Directors: All Directors in Comp Bill
Independent Directors: Definition of IDs in the Comp Bill
Independent Director: Role of IDs in the Companies Bill
Sec 149(8) and Schedule IV create new role:
Learning: Stake-less external director now moral force opposing promoter.
Independent Directors: Liability
Independent Directors: Illustrative Fall Guy Clauses
Taking examples from Schedule IV:
I. Guidelines of professional conduct:
(1) “uphold ethical standards of integrity and probity”;
(9) “assist the company in implementing the best corporate governance practices”.
II. Role and functions:
(4) “satisfy themselves on the integrity of financial information”. Whither Satyam?
(5) “safe guard the interests of all stakeholders, particularly the minority shareholders”;
(7) “determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management.”
Learning: IDs personally charged with securing the impossible: clean Accounts!
Independent Directors: Structure of Indian society
Independent Directors: Structure of Indian Politics
Learning: Those who are thus exposed live in extraordinarily “interesting times”!