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Duties of an Independent Director Undertake appropriate induction and regularly update and refresh their skills, knowledge, and familiarity with the company. Attempt to attend companys general meetings. Attempt to attend Board of Directors meetings and board committees meeting being a member.
A director is considered independent if: That directors decisions are based on the corporate merits of the subject before the board rather than external factors or influences. The director has no economic or personal interest in the corporate transaction or action that requires board approval.
Initial Term: An independent director can be appointed for five consecutive years. Re-appointment: After the initial term, they can be re-appointed for another five consecutive years, but only through a special resolution passed by the companys shareholders in a general meeting.
Overview of Duties Act within their powers. Promote the success of the company. Exercise independent judgement. Exercise reasonable care, skill and diligence. Avoid conflicts of interest. Not accept benefits from third parties. Declare interests in transactions or arrangements.
As per Section 168 of the Companies Act,2013 , a director may resign from his office by giving a due notice to the company and the board shall take note of it and intimate the same to the Register of companies. The Board shall also place the fact of such resignation in the next meeting.
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Section 149(1) of the Companies Act, 2013 requires that every company shall have a minimum number of 3 directors in the case of a public company, two directors in the case of a private company, and one director in the case of a One Person Company. A company can appoint maximum 15 fifteen directors.
A person must be an independent director in not more than seven listed companies at a time. An independent director shall not retire by rotation and shall not be included in the total number of directors for the purpose of computation of rotational directors.
Although a director may be independent by definition, it does not imply that the director is acting in absolute independence independent directors can be co-opted by management. In addition, they may not have the requisite skills and knowledge to be an effective board member.

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