Q3. What is the role of independent and non-executive board members?

Answer:
Independent member: Independent member means a member who is not connected or
associated with the company in any manner and works only to safeguard the interest of
members who individually cannot look after their interest
He considered as the promoter man.
He does not have any material pecuniary relationships or transactions with the
company, its promoters, its directors, its senior management or its holding company,
its subsidiaries and associates.
He is not related to promoters or persons occupying management positions at the
board level or at one level below the board
He has not been an executive of the company in the immediately preceding three
financial years
He is not associated with the statutory audit firm or the legal firm having material
association with the company
He is not a material supplier, service provider or customer or a lessor or lessee of the
company
He is not owning two percent or more of the block of voting shares.
Primary Role:
Act in the best interests of the company
Safeguard the interests of the stakeholders
Attend Board Meetings and participate in decisions
Avoid conflict situations
Not seek personal gains
Maintain confidentiality
Discharge duties required in specific committees of the Board
To compel directors to act in accordance with the strict terms of their mandate
To compel them to exercise care and skill in carrying out their various functions
To compel them to use their wide discretionary powers in good faith and proper
purpose, &
Finally, to compel them to act loyally in advancing the interest of their company.
He have to sound in their judgement and have an enquiring mind.
He should questioned intelligently,debate constructively, challenge rigorously and
decide dispassionately.
Non-Executive Board Members:
They are the members of the board of a company who does not form part of the executive
management team. They are not employees of the company or affiliated with it in any other
way and are differentiated from inside members, who are members of the board who also
serve or previously served as executive member of the company (most often as corporate
officers).

Role
Role is to provide a creative contribution to the board by providing independent
oversight and constructive challenge to the other members.
Bring an independent judgement to bear on issues of strategy, performance and
resources including key appointments and standards of conduct.
They participate in on-going training and keep up to date with developments in the
company and the relevant business sector.
Strategic direction
Monitoring performance
Audit
Risk