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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 ..... nsibilities 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) refrain from any action that would lead to loss of his independence; (8) where circumstances arise which make an in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... esh 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 which they are chairpersons or members; (5) strive to attend the general meetings of the company; (6) where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ctions 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 Board, the independent director proposed to be appointed fulfils the conditions specified in the Act and the rules made thereunder and that the proposed director is independent of the management. (4) The appointment of independent directors shall be formalised through a letter of appointment, which shall set out : (a) the term of appointment; (b) the expectation of the Board from the appointed director; the Board-level commi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ut 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. Separate meetings : (1) The independent directors of the company shall hold at least one meeting 3 [in a financial year], without the attendance of non-independent directors and members of management; (2) All the independent directors of the company shall strive to be present at such meeting; (3) The meeting shall : (a) review the performance of non-independent directors and the Board as a whole; (b) review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; (c) assess the quality, quantity and tim ..... X X X X Extracts X X X X X X X X Extracts X X X X
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