Can an independent director vote?

To effectively carry out the provisions of Section 33.2(g) of the Securities Regulation Code, the independent directors must not be allowed to solicit votes for himself or for others or be subject to election by the stockholders until the shares are listed, or Exchange’s outstanding capital stock are no longer majority …

Do directors have voting rights?

Each director will have one vote, and decisions will be carried by a simple majority on a show of hands at a meeting. The chairperson has the right to exercise a casting vote if votes for and against a motion are equal.

What are the powers of independent directors?

Duties of an Independent Director

• Undertake appropriate induction and regularly update and refresh their skills, knowledge, and familiarity with the company.
• Attempt to attend company’s general meetings.
• Attempt to attend BOD’s meetings and board committees meeting being a member.

Is independent directors really independent?

A significant percentage of individual shareholders believe the constitution of the board of directors of most Indian companies is tilted towards promoters as many independent directors are not really independent, says a survey.

Who are the stakeholders of an independent director?

The emergence of the concept of “independent directors” can be seen in the light of evolution of the term “corporate governance” over time. A corporate form of entity has stakeholders viz. shareholders, creditors, banks and financial institutions, employees, community and environment.

What is the role of independent directors in India?

The dramatic changes in the recent past in the regulatory environment in India on corporate governance with the enactment of the Companies Act, 2013 and the impending implementation of the revised clause 49 of the Listing Agreement has enhanced the role of independent directors in corporate governance a few notches higher.

What happens if minority shareholders elect two independent directors?

Suppose that minority shareholders had the right to elect, or at least veto the appointment of, two independent directors. Such enhanced-independence directors would have had greater incentives to resist a recapitalization plan that benefitted the controller at the expense of public investors.

How are independent directors dependent on the controller?

Even independent directors, therefore, are inherently dependent on the controller for their election and retention as board members. This regime incentivizes independent directors to favor the controller, and it fails to provide them countervailing incentives to protect public investors.