The regulator has also said an independent director shall be appointed on the board only with prior approval of the shareholders at a general meeting. Currently, companies appoint independent directors as additional directors, subject to the approval of shareholders at the next general meeting. As a result, they serve on the board without shareholder approval.
has also proposed to tighten rules with regard to the resignation of independent directors. “If an ID resigns from the board of a company stating reasons such as preoccupation, other commitments or personal reasons, there will be a mandatory cooling-off period of 1 year before the ID can join another board.”
has favoured tightening the process of selection of independent directors by the nomination and remuneration committee (NRC). The NRC will be tasked with evaluating the skills, knowledge and experience for shortlisting candidates. Also, the appointment of key managerial personnel (KMP) and employees of promoter group companies as independent directors would require more checks and balances.
Sebi has also sought public feedback on the remuneration of independent directors, particularly on the debate of linking their payouts to profits. “The concern with this approach -- that profit or performance-linked commission may encourage short-termism and lead to conflicts.”
Sebi has said this concern can be addressed by permitting Esops to them with a long vesting period.
Over the years, the market regulator has strengthened the institution of independent directors. However, Sebi feels more needs to be done.
“Concerns around the efficacy of independent directors as a part of corporate governance framework continue. There is therefore a need to further strengthen the independence of IDs and enhance their effectiveness in protection of the interest of the minority shareholders, and other functions,” Sebi said.
The functions of an independent director are key, particularly in ensuring a balance between the interests of the promoters and other stakeholders.
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