Regulation 25 - Obligations with respect to independent directors - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Obligations with respect to independent directors. 25. 1 [(1) No person shall be appointed or continue as an alternate director for an independent director of a listed entity with effect from October 1, 2018.] (2) The maximum tenure of independent directors shall be in accordance with the Companies Act, 2013 and rules made thereunder, in this regard, from time to time. 6 [ (2A). The appointment, re-appointment or removal of an independent director of a listed entity, shall be subject to the approval of shareholders by way of a special resolution. ] 12 [ Provided that where a special resolution for the appointment of an independent director fails to get the requisite majority of votes but the votes cast in favour of the resolution exceed the votes cast against the resolution and the votes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution, then the appointment of such an independent director shall be deemed to have been made under sub-regulation (2A): Provided further that an independent director appointed under the first proviso shall be removed only if the votes cast in favour of the resolution proposing the removal exceed the votes cast against the resolution and the votes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution. ] (3) The independent directors of the listed entity shall hold at least one meeting in a 3 [ financial ] year, without the presence of non-independent directors and members of the management and all the independent directors shall strive to be present at such meeting. (4) The independent directors in the meeting referred in sub-regulation (3) shall, inter alia- (a) review the performance of non-independent directors and the board of directors as a whole; (b) review the performance of the chairperson of the listed entity, taking into account the views of executive directors and non-executive directors; (c) assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties. (5) An independent director shall be held liable, only in respect of such acts of omission or commission by the listed entity which had occurred with his 4 [ /her ] knowledge, attributable through processes of board of directors, and with his 4 [ /her ] consent or connivance or where he 5 [ /she ] had not acted diligently with respect to the provisions contained in these regulations. (6) An independent director who resigns or is removed from the board of directors of the listed entity shall be replaced by a new independent director by listed entity at the earliest but not later than 7 [ **** ] three months from the date of such vacancy 8 [ **** ] : Provided that where the listed entity fulfils the requirement of independent directors in its board of directors without filling the vacancy created by such resignation or removal, the requirement of replacement by a new independent director shall not apply. (7) The listed entity shall familiarise the independent directors through various programmes about the listed entity, including the following: (a) nature of the industry in which the listed entity operates; (b) business model of the listed entity; (c) roles, rights, responsibilities of independent directors; and (d) any other relevant information. 2 [(8) Every independent director shall, at the first meeting of the board in which he 5 [ /she ] participates as a director and thereafter at the first meeting of the board in every financial year or whenever there is any change in the circumstances which may affect his 4 [ /her ] status as an independent director, submit a declaration that he 5 [ /she ] meets the criteria of independence as provided in clause (b) of sub-regulation (1) of regulation 16 and that he 5 [ /she ] is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his 4 [ /her ] ability to discharge his 4 [ /her ] duties with an objective independent judgment and without any external influence. (9) The board of directors of the listed entity shall take on record the declaration and confirmation submitted by the independent director under sub-regulation (8) after undertaking due assessment of the veracity of the same. (10) 13 [ The ] top 9 [ 1000 ] listed entities by market capitalization 14 [ **** ] , shall undertake Directors and Officers insurance ( D and O insurance ) for all their independent directors of such quantum and for such risks as may be determined by its board of directors.] 10 [ (11). No independent director, who resigns from a listed entity, shall be appointed as an executive / whole time director on the board of the listed entity, its holding, subsidiary or associate company or on the board of a company belonging to its promoter group, unless a period of one year has elapsed from the date of resignation as an independent director. ] 11 [ (12) A high value debt listed entity shall undertake Directors and Officers insurance (D and O insurance) for all its independent directors for such sum assured and for such risks as may be determined by its board of directors. ] *************** NOTES:- 1 Substituted by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, w.e.f. the date specified in the provision. Prior to the substitution, sub-regulation (1) read as follows: (1) A person shall not serve as an independent director in more than seven listed entities: Provided that any person who is serving as a whole time director in any listed entity shall serve as an independent director in not more than three listed entities. 2 Inserted ibid w.e.f. 1.4.2019 or the date specified in the provisions. 3. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 4. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 5. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 6. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/35 dated 03-08-2021 w.e.f. 01-01-2022 7. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/35 dated 03-08-2021 w.e.f. 01-01-2022 before it was read as, the immediate next meeting of the board of directors or 8. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/35 dated 03-08-2021 w.e.f. 01-01-2022 before it was read as , whichever is later 9. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/35 dated 03-08-2021 w.e.f. 01-01-2022 before it was read as October 1, 2018 500 10. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/35 dated 03-08-2021 w.e.f. 01-01-2022 11. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 12. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/103 dated 14-11-2022 13. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/177 dated 17-05-2024 w.e.f. 31-12-2024 before it was read as, With effect from 9 [ January 1, 2022 ] , the 14. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/177 dated 17-05-2024 w.e.f. 31-12-2024 before it was read as, calculated as on March 31 of the preceding financial year