Under section 149 of the Companies Act, 2013, every listed public company must have at least one-third of its total number of directors as independent directors. If the company does not have a non-executive chairperson, the number of independent directors must be:

Section 149(4) of the Companies Act, 2013 provides that every listed public company shall have at least one-third of its total number of directors as independent directors. The proviso to that sub-section adds that where the company does not have a non-executive chairperson, at least half of the total number of directors shall be independent directors. By the Explanation, a chairperson is deemed to be a non-executive director unless he or she is a managing director, whole-time director or manager, so a company with an executive chairperson attracts the higher requirement of one-half. This ensures that boards where the chair wields executive power carry a stronger independent element. An independent director, under section 149(6), must satisfy the conditions of integrity, expertise and absence of pecuniary relationships with the company, its promoters or management.