Independent director

An independent director (also sometimes known as an outside director) is a director (member) of a board of directors who does not have a material or pecuniary relationship with company or related persons, except sitting fees. In the US, independent outsiders make up 66% of all boards and 72% of S&P 500 company boards, according to The Wall Street Journal.

The and NASDAQ stock exchange standards for independent directors are similar. Both require that "a majority of the board of directors of a listed company be 'independent,'" Both allow compensation for directors of $120,000/year or less (as of August 2008).)

The NYSE states:

"no director qualifies as 'independent' unless the board of directors affirmatively determines that the director has 'no material relationship' with the listed company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the company."

Nasdaq's rules say that an independent director must not be an officer or employee of the company or its subsidiaries or any other individual having a relationship that, in the opinion of the company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

According to the Conference Board, "other than delisting a company ... there really is no penalty" by the stock exchanges or the SEC for not having enough independent directors.

In India as of 2017, a majority of the minimum two directors of public companies having share capital in excess of Rs. 100 million (Rs 100,000,000) should be independent. Clause 49 of the listing agreements defines independent directors as follows:

"For the purpose of this clause the expression 'independent directors' means directors who apart from receiving director's remuneration, do not have any other material pecuniary relationship or transactions with the company, its promoters, its management or its subsidiaries, which in judgment of the board may affect independence of judgment of the directors."

The Companies Act, 2013, most sections of which got implemented from 1 April 2014, has mandated all listed public companies to have at least one-third of the total Directors to be independent. Whereas in the case of unlisted public companies, the following class of companies shall have at least two directors as independent directors:

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