Published Paper Details:

The concept of Independent Directors was introduced as a voluntary mechanism in the US during 1950s with the belief that a board with some level of independence will introduce objectivity in decision making, add to the diversity and advisory capabilities of the Board and hence improve performance of the company. The forerunner of Independent Directors under the current corporate law in India can be seen in the recommendations made by the Kumara Mangalam Birla Committee (1999), Naresh Chandra Committee (2002), Narayana Murthy Committee (2003). Further to these proposals the term Independent Director was introduced for the first time in India when the Securities and Exchange Board of India (SEBI) incorporated Clause 49 of the Listing Agreement. the independent directors are required ensure that there is due diligence in theover all financial and executive decisions of the company they are associated with. As per provision under Companies Act, 2013 Independent directors have to act as watch dogs and protect the interests of minority shareholders as well as other stakeholders and ensure that the legal and regulatory norms are fulfilled. Independent Directors do not represent in the actual corporate decision-making. The position of the independent director is one most counterpoise position against the managerial domination of the corporate boards. But fact remains that the independent directors are not truly independent and issues such as promoters giving bribes to speed up corporate decisions ends up in poor board performance. Though digitalisation has helped the corporate to be transparent, being transparent remains in papers and fact remains that the promoters dominate the functioning of the corporates .