Key Managerial Personnel

Independent directors according to Companies Act are defined as persons who:

• Are not relatives of the chairman, managing director, whole time director, or the company secretary

• Should not have been auditors, internal auditors, legal advisors or consultants to the company during any of the preceding three financial years

• Should not have been suppliers, vendors or customers of the company

• Should not hold below two per cent of the shares of the company, presently or in past

• Should not have held any position in the company

• Should not have been a director for a continuous period of nine years

• Nominee directors of banks or FIs cannot be considered independent directors .

In view of above definition, just holding position of Chairman in group company will not make any person ineligible to hold position of independent director in a co. Views of other members solicited.

Is an executive director of a council included in definition of KMP?