Independent Director - Legal Perspective in Public Listed Companies in India
Independent Director - Legal Perspective in Public Listed Companies in India

Author: DR. M. K. RAVI

Publisher: DR. M. K. RAVI

Published:

Total Pages: 500

ISBN-13:

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NOTE ABOUT BOOK I am thrilled to present to you my latest publication, “Independent Directors - Legal Perspective in Public Listed Companies in India." This book is a comprehensive guide that aims to demystify the role of independent directors within the Indian corporate governance framework and provide valuable insights into the legal aspects they need to navigate. In today's dynamic business environment, independent directors play a crucial role in promoting transparency, accountability, and good governance practices. This book sheds light on the legal framework governing independent directors in India, equipping them with the knowledge and understanding necessary to fulfill their responsibilities effectively. Here's what you can expect from this book: 1. Understanding the Role: I started by exploring the significance of independent directors and their distinct role in corporate governance. I delve into their fiduciary duties, responsibilities, and the expectations placed upon them by regulators, shareholders, and other stakeholders. 2. Legal Framework: I have provided a comprehensive overview of the legal framework that governs independent directors in India. I have explained the relevant provisions of the Companies Act, SEBI regulations, and other applicable laws, ensuring clarity and understanding. 3. Appointment and Qualification: This section covers the process of appointing independent directors, the eligibility criteria, and the procedures to be followed. I have discussed the importance of independence, integrity, and expertise in ensuring the effectiveness of independent directors. 4. Rights and Liabilities: I have examined the rights and protections available to independent directors, as well as the potential liabilities they may face. I also highlight the importance of due diligence, ethical conduct, and disclosure obligations to mitigate legal risks. 5. Board Dynamics and Decision-Making: Here, I delve into the dynamics of the boardroom, emphasizing the role of independent directors in board discussions, decision-making, and conflict resolution. I provide practical insights on how independent directors can effectively contribute to board processes. 6. Corporate Compliance and Ethics: This section focuses on the compliance responsibilities of independent directors, including their role in overseeing corporate ethics, internal controls, and risk management. I have outlined best practices and provide guidance on ensuring compliance with legal and regulatory requirements. 7. Role in Auditing and Financial Reporting: I have explored the crucial role independent directors’ play in auditing, financial reporting, and ensuring accurate and transparent financial statements. I have discussed their responsibilities in relation to internal and external audits, financial disclosures, and the prevention of fraudulent practices. 8. Corporate Social Responsibility (CSR): Lastly, I have addressed the growing importance of CSR and the role of independent directors in driving CSR initiatives within public listed companies. I have discussed the legal obligations, reporting requirements, and the positive impact independent directors can have on sustainable and responsible business practices. Throughout the book, I have presented real-life case studies, practical examples, and expert insights to enhance your understanding of the legal perspective of independent directors in Indian public listed companies. My aim is to empower independent directors with the knowledge and tools they need to navigate the legal landscape effectively, contribute to good governance, and uphold the interests of stakeholders. I hope that this book will serves as a valuable resource for independent directors, aspiring directors, corporate professionals, and anyone interested in corporate governance practices in India.

The Independent Director in China and India
The Independent Director in China and India

Author: Cornelius Bader

Publisher: GRIN Verlag

Published: 2011-07-11

Total Pages: 40

ISBN-13: 3640955730

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Seminar paper from the year 2010 in the subject Law - Comparative Legal Systems, Comparative Law, grade: A+, Vanderbilt University (Law School), language: English, abstract: The “independent director” has become a centerpiece of modern corporate governance. However, the concept of “independence”, and the ability of independent directors to fulfill their roles, remains deeply problematical. In the course of the discussion on the proper role of independent directors that unfolded in Europe and the United States during the 1980s and 1990s and peaked in the wake of the Enron scandal, rules on director independence have found their way to the corporate governance regimes of developing countries that turned their head to western economies. Particularly in China and India, independent directors have taken their place on company boards, earning mixed responses from the academic and business community. What is the current state of Indian and Chinese rules on director independence? What tensions do they address and create? And what can be done to optimize the achievement of their objectives? The goal of this article is to examine the status quo of director independence in the two countries, to put the regulations into their historic and political context, to summarize practical experiences with the new institution, and to point to possible future developments.

Independent Directors in Asia
Independent Directors in Asia

Author: Dan W. Puchniak

Publisher: Cambridge University Press

Published: 2017-11-02

Total Pages: 638

ISBN-13: 1316846091

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The rise of the independent director in Asia is an issue of global consequence that has been largely overlooked until recently. Less than two decades ago, independent directors were oddities in Asia's boardrooms. Today, they are ubiquitous. Independent Directors in Asia undertakes the first detailed analysis of this phenomenon. It provides in-depth historical, contextual and comparative perspectives on the law and practice of independent directors in seven core Asian jurisdictions (China, Hong Kong, India, Japan, Singapore, South Korea, Taiwan) and Australia. These case studies reveal the varieties of independent directors in Asia, none of which conform to its original American concept. The authors develop a taxonomy of these varieties, which provides a powerful analytical tool for more accurately understanding and effectively researching independent directors in Asia. This new approach challenges foundational aspects of comparative corporate governance practice and suggests a new path for comparative corporate governance scholarship and reform.

Corporate Governance and Directors' Independence
Corporate Governance and Directors' Independence

Author: Yuan Zhao

Publisher: Kluwer Law International B.V.

Published: 2011-01-01

Total Pages: 242

ISBN-13: 9041136045

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More and more, the agenda of corporate governance reform has been calling for a dramatic change in the composition and structure of boards of publicly traded companies, with particular criticism reserved for the role of independent directors. This timely, ground-breaking book takes a new and rigorous approach to this important issue. Investigating board independence from a distinctly original perspective, the author's systematic analysis explores the effective interaction of such aspects as the following: What specific functions are expected of independent directors? How these functions fit with the unitary board structure? Why independent directors are seen as inherently necessary for corporate governance? Whether board independence can be compatible with other governance mechanisms? How mainstream company law is applied to independent directors. The analysis leads to a series of solutions designed to eliminate the real and perceived obstacles to the proper functioning of independent directors. In the process, the author discusses such critical 'moments' in corporate governance as monitoring, public relations, social responsibility, shareholder activism, the danger of 'groupthink', remuneration, collective liability, and codes of conduct. The discussion and analysis chart a course through which independent directors can better serve the goal of improving the system of corporate governance. As such, it will be greatly appreciated by investors, corporate counsel for institutional investors, and policymakers and academics in relevant areas of both business and law.

Guide for Independent Directors
Guide for Independent Directors

Author: Sanjiv Agarwal

Publisher: Bloomsbury Publishing

Published: 2021-05-15

Total Pages: 1000

ISBN-13: 9390176611

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About the Book Independent Directors require a special set of skills, attitude and mindset to act independently and take unbiased, neutral views on matters before them in the Board. In order to provide and invigorate basic knowledge in corporate laws, upgrade and evaluate the required skills of Independent Directors and to prepare a databank of such qualified and eligible persons, the rules necessitate to have a Data-bank in place. The Ministry of Corporate Affairs in consonance with Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019 and Companies (Appointment and Qualification of Directors) Amendment Rules, 2019, empanels Directors that are registered with them and have passed the Online Proficiency Self-Assessment Test. MCA has authorised the Indian Institute of Corporate Affairs (IICA) to maintain the Data-bank as well as conduct the Online Proficiency Self-Assessment Test. This book covers the entire gamut of syllabus for the purpose of the Online Proficiency Self-Assessment Test. It has been divided into 4 parts and 36 chapters. Part-I details Syllabus, scheme, scope and text of relevant Notifications. Part-II encompasses 36 chapters covering over 1700 Multiple Choice Questions (MCQs) on all these topics including case studies. The chapters also contain the answer key for self-assessment. Part-III contains the text of relevant provisions/extracts of Companies Act 2013, Company Rules, SCRA, SEBI guidelines etc. Part-IV integrates extracts of Indian and International Corporate Governance Codes/ Guidelines for reference and further readings. Key Features A useful guide for Independent Director aspirants appearing for online proficiency self assessment test. Covers entire syllabus viz, company law, SEBI guidelines, corporate governance etc. Includes case studies. Over 1700 Multiple Choice Questions (MCQs) with answer key. Author's own experiences and learning as Independent Director shared in MCQs. Useful for other MBA/Commerce/Corporate Governance students.

Corporate Governance
Corporate Governance

Author: Vasudha Joshi

Publisher: Foundation Books

Published: 2004

Total Pages: 188

ISBN-13: 9788175962040

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Corporate governance is part of an economy's system which has today become the most important mechanism for resource allocation. It is affected by capital market, block holders, institutional investors, proxy wars, company law and capital market regulations, and many other macro-economic as well as political factors. Historical evolution of corporate governance naturally has a bearing on current developments. This book is an attempt to weave these factors together coherently. Much of the concerned literature revolves around the agency problem, while in developing countries expropriation of small shareholders is the governance problem. However, shareholder activism is not likely to resolve the issue. Many more measures, from audit committees of the board, rigorous disclosures, exercise of voting rights by institutional investors, strict monitoring by capital market regulator to takeover bids are required to ensure corporate accountability.

Independent Directors in India and USA
Independent Directors in India and USA

Author: Kamal Kishore

Publisher:

Published: 2018

Total Pages:

ISBN-13:

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An independent director is a non-executive director who is devoid of any material conflict of interest with the company or its promoters. In the aftermath of various serious corporate frauds and incidents of mismanagement, investor confidence was badly hurt. To restore a degree of confidence in the investors in companies, many committees were constituted in different countries, and most of them recommended, as one of the measures to remedy the situation, the concept of independent director on corporate boards. India too adopted the concept initially through codes/ recommendations made by committees and lately by incorporating necessary provisions in the New Companies Act, introduced in 2013, in an elaborate way. The USA provisions on independent directors emanate from listing manual of stock exchange and are generally similar to Indian regulations. The present paper examines different aspects of independent directors in the two important jurisdictions of India and USA in a comparative way. It is observed that both the countries have laid focus on absence of conflict of interest to determine the independent status of a director. Indian law prescribes one third of independent directors, while in USA, a majority of directors have to be independent. There are various similarities in the provisions relating to independent directors in the two countries.

Guests at the Table?
Guests at the Table?

Author: Deborah DeMott

Publisher:

Published: 2007

Total Pages: 0

ISBN-13:

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By some measures, family-controlled companies account for about a third of large public companies in the United States. Public companies that retain characteristics of family firms pose a series of intriguing questions about corporate governance, in particular the roles and duties of directors, that are surprisingly underexplored in legal scholarship. Although concentrated ownership is more significant in many capital markets outside the United States, recent examples of governance questions associated with publicly-held family companies are numerous. In such companies, shareholders who are members of the founding family often have perspectives and interests that diverge from those of non-family public shareholders. The paper focuses on directors who are independent of both management and the controlling family and identifies a set of functions that they are uniquely situated to fulfill. Independent directors are the sole actors at the highest level of firm governance who have the capacity to bring detached judgment to bear in resolving difficult questions that implicate family ties as well as business necessity, including management succession and external threats to the firm's position and separate existence. The paper relies on a series of recent empirical studies that quantify the incidence of family-controlled public companies, examine their performance relative to other public companies, and identify characteristics that are associated with better or worse performance. The paper also relies on reported cases to furnish concrete illustrations of variations in independent directors' effectiveness.

Directors' Duties and Liabilities
Directors' Duties and Liabilities

Author: Paul J. Omar

Publisher: Routledge

Published: 2018-10-24

Total Pages: 143

ISBN-13: 1351746774

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This title was first published in 2000. The law relating to directors’ duties has fundamental implications across the business environment and yet few areas of business law have received so little detailed examination. This text provides fresh and incisive insights to the rules applying in ten major economic jurisdictions within Europe, with respect to directors’ legal obligations and liabilities. Written by the foremost figures in the field, each contribution outlines the statutory provisions that affect the work of company directors in each jurisdiction, including general legislation and specific laws covering the status of incorporated bodies. Fully illustrated with case-law examples the book provides a guide to the range of measures which national courts may provide for participants in corporate life seeking remedies for unsatisfactory governance of companies. It also features guidance on the specific bases for criminal and civil liabilities and examples of the range of penalties to which directors might be subject. The result is a work of unprecedented detail which will be welcomed by practitioners in the corporate sector, academics and researchers alike.

Independent Director Models in India and the United States
Independent Director Models in India and the United States

Author: Hrishikesh Desai

Publisher:

Published: 2019

Total Pages: 12

ISBN-13:

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The role of independent directors features prominently in corporate governance codes. U.S. public companies continue to adopt the best practices within the framework of strengthened securities market listing standards and legal requirements that developed, beginning with the passage of the Sarbanes-Oxley Act and have continued with the financial crisis and the passage of the Dodd-Frank Act. In India, key corporate governance laws had not kept pace with the changing contours of the economy until the recent enactment of the Companies Act of 2013, which completely revamps the country's corporate governance code. In this research study, I present a comparative assessment of the independent director models both in India and the U.S. on several key parameters, i.e. definition and selection, board and committee composition, manner of appointment, term of office, remuneration, and duties and liabilities.