refers to a member of the board of directors who is neither an employee of the company nor is in any manner engaged in the day-to-day affairs of the company.
Independent Director means a director who is non-executive and is not connected with the company or its promoters or directors through any business relationship, but may be distantly related to the family owners.
Non-executive directors have responsibilities in the following areas: * Strategy: Non-executive directors should constructively challenge and contribute to the development of strategy. * Performance: Non-executive directors should scrutinise the performance of management in meeting agreed goals and objectives and monitoring, and where necessary removing, senior management and in succession planning. * Risk: Non-executive directors should satisfy themselves that financial information is accurate and that financial controls and systems of risk management are robust and defensible. * People: Non-executive directors are responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointing, and where necessary removing, senior management and in succession planning.
Role of Non-Executives
* Non executive director has a positive contribution to making and ensuring that the board fulfils its main objectives. He can exercise an impartial influence and bring to bear experience gained from other fields;
* To direct the company and to bring wider experience, technical expertise, independent judgement, new ideas, information related to international markets,
References: http://www.baginskycohen.com/Documents/H7.pdf http://en.wikipedia.org/wiki/Non-executive_director http://books.google.com.ph/books?id=PQGsIeWeE6AC&pg=PA238&dq=unethical+practices+by+nonexecutives&hl=tl&ei=AdlxTpuGAcueiAemtKWhBg&sa=X&oi=book_result&ct=result&resnum=10&ved=0CFwQ6AEwCQ#v=onepage&q&f=false http://www.buzzle.com/articles/ethical-and-unethical-business-practices.html