21 February 2010
Director, Non-executive ( Independent ) is involved in the day to day running of the business . and want to no what is the exact deifnation of Director, Non-executive ( Independent ). and his libilities toward comapny .
22 February 2010
Director is defined in Section 2(13) of the Companies Act, 1956.
It means any person appointed by the Company as Director in Board Meeting or General Meeting.
It is furthur classified as Executive means who is in full services of the Company and non executive director means who is not in employment or services and may be appointed for expert advice.
Independent director is no where defined in the Companies Act. However as per Clause 49 of the listing agreement, term 'Independent Director' means
shall mean a non-executive director of the company who: a. apart from receiving director’s remuneration, does not have any material pecuniary relationships or transactions with the company, its promoters, its directors, its senior management or its holding company, its subsidiaries and associates which may affect independence of the director; b. is not related to promoters or persons occupying management positions at the board level or at one level below the board; c. has not been an executive of the company in the immediately preceding three financial years; d. is not a partner or an executive or was not partner or an executive during the preceding three years, of any of the following: i. the statutory audit firm or the internal audit firm that is associated with the company, and ii. the legal firm(s) and consulting firm(s) that have a material association with the company. e. is not a material supplier, service provider or customer or a lessor or lessee of the company, which may affect independence of the director; f. is not a substantial shareholder of the company i.e. owning two percent or more of the block of voting shares. g. is not less than 21 years of age
24 February 2010
thanks mam thanks for ur replay but i know this definition of Director, Non-executive ( Independent ) . mam want ur suggestion about following definition : Non-working director of a firm who is not an executive director and, therefore, does not participate in the day-to-day management of the firm. He or she is usually involved in planning and policy making, and is sometimes included to lend prestige to the firm due to his or her standing in the community. Non-executive directors are expected to monitor and challenge the performance of the executive directors and the management, and to take a determined stand in the interests of the firm and its stakeholders. They are generally held equally liable as the executive directors under certain statutory requirements such as tax laws. Also called external director, independent director, or outside director.
24 February 2010
Independent directors according to Companies Act are defined as persons who: 1.Are not relatives of the chairman, managing director, whole time director, or the company secretary 2.Should not have been auditors, internal auditors, legal advisors or consultants to the company during any of the preceding three financial years 3.Should not have been suppliers, vendors or customers of the company 4.Should not hold below two per cent of the shares of the company, presently or in past 5.Should not have held any position in the company 6.Should not have been a director for a continuous period of nine years 7.Nominee directors of banks or FIs cannot be considered independent directors
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