SEBI has mandated some salient requirements in the CA2013 which have made it necessary for all the listed public companies to have at least one third of the total Directors as independent. The prescribed code of conduct for Independent Directors requires the board to also evaluate certain attributes but does not provide any kind of training for the ones being appointed on the same position. The code for Independent Directors broadly covers the areas of professional conduct, their roles and functions, manner of appointment and even the duties. Reappointment of the Independent Director, his or her removal or resignation, evaluation mechanism and holding of separate meetings are some other factors that are covered under the Companies Act 2013. There seems to be a mandatory element with the code but there can also be a few concerns regarding its aspects. One major aspect that is open to interpretation is the statement where Independent Directors are expected to uphold ethical standards of integrity and probity. There can be conflicting views in this area as the definition of ethical standards or ethical behaviour has not been specified in any way. Also, regarding the aspect where companies are expected to assess the attributes of the directors is quite ambiguous.
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