TMI BlogSCHEDULE IV-See section 149(7)X X X X Extracts X X X X X X X X Extracts X X X X ..... ively while exercising his duties; (3) exercise his responsibilities in a bona fide manner in the interest of the company; (4) devote sufficient time and attention to his professional obligations for informed and balanced decision making; (5) not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making; (6) not abuse his position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person; (7 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder's interest. III. Duties : The independent directors shall- (1) undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company; (2) seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company; (3) strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member; (4) participate constructively and actively in the committees of the Board in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion, unless such disclosure is expressly approved by the Board or required by law. IV. Manner of appointment : (1) Appointment process of independent directors shall be independent of the company management; while selecting independent directors the Board shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively. (2) The appointment of independent director(s) of the company shall be approved at the meeting of the shareholders. (3) The explanatory statement attached to the notice of the meeting for approving the appointment of independent director shall include a statement that in the opinion of the B ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ector shall be on the basis of report of performance evaluation. VI. Resignation or removal : (1) The resignation or removal of an independent director shall be in the same manner as is provided in sections 168 and 169 of the Act. (2) An independent director who resigns or is removed from the Board of the company shall be replaced by a new independent director within 2 [ three months ] from the date of such resignation or removal, as the case may be. (3) Where the company fulfils the requirement of independent directors in its Board even without filling the vacancy created by such resignation or removal, as the case may be, the requirement of replacement by a new independent director shall not apply. VII. S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... respect of matters specified in these paragraphs are specified by the concerned Ministries or Departments of the Central Government or as the case may be, the State Governments and such requirements are complied with by the Government companies. ] ---------------------- Notes:- 1. Substituted vide F. No. 1/22/2013-CL-V-part - Dated 5-7-2017, before it was read as, acting within his authority 2. Substituted vide F. No. 1/22/2013-CL-V-part - Dated 5-7-2017, before it was read as, a period of not more than one hundred and eighty days 3. Substituted vide F. No. 1/22/2013-CL-V-part - Dated 5-7-2017, before it was read as, in a year 4. Inserted vide F. No. 1/22/2013-CL-V-part - Dated 5-7-2017, - - stat ..... X X X X Extracts X X X X X X X X Extracts X X X X
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