Companies Act, 2017 — section 181

181. Protection to independent and non-executive directors..—(1) Notwithstanding anything contained in this Act

(a)an independent director; and

(b)a non-executive director; shall be held liable, only in respect of such acts of omission or commission by a listed company or a public sector company which had occurred with his knowledge, attributable through board processes, and with his consent or connivance or where he had not acted diligently.

(2)For the purpose of this section a non-executive director means, a person on the board of the company who

(a)is not from among the executive management team and may or may not be independent;

(b)is expected to lend an outside viewpoint to the board of a company;

(c)does not undertake to devote his whole working time to the company and not involve in managing the affairs of the company; 1Subs. by Act No. XXXVII of 2021, s.16.

(d)is not a beneficial owner of the company or any of its associated companies or undertakings;

(e)does not draw any remuneration from the company except the meeting fee.