Independent Directors Program

About the Program

Independent Directors occupy a critical position in the corporate governance architecture. They are expected to bring independence of judgement, constructive challenge, strategic perspective, ethical oversight and protection of stakeholder interests to the boardroom. The Ministry of Corporate Affairs framework and the Independent Directors Databank have further professionalised this role by requiring eligible individuals to undergo registration and, where applicable, complete the Independent Director Online Proficiency Self-Assessment Test.

This six-day programme is designed as a rigorous 36-hour learning intervention for aspiring and serving independent directors. The programme goes beyond statutory knowledge and addresses the behavioural, strategic and ethical dimensions of being an effective independent director. The programme will cover Companies Act, 2013 provisions, duties and liabilities of directors, board committees, SEBI LODR requirements, financial analysis, audit oversight, related-party transactions, risk management, ESG, stakeholder governance, self awareness and boardroom behaviour, dissent, conflict management, crisis response and strategic oversight.

The programme will use lectures, case discussions, MCQs, boardroom simulations, governance failure analysis and mock proficiency tests to help participants develop both regulatory readiness and real boardroom judgement.

Day 1: Corporate Governance Architecture and the Independent Director Role

Theme: Role clarity, legal foundation and MCA examination orientation

Time

Session

Topics

9.00 am - 9.30 am

Inaugural Session

09:30 am–11:00 am

1

Corporate Governance in India

11:30 am –1:00 pm

2

Independent Director Framework

11:45 am–1:00 pm

3

Companies Act, 2013 – Board Provisions

2.00 pm– 3.30 pm

4

Duties, Rights and Liabilities of Directors

Day 2: Board Committees, SEBI LODR and Governance Processes

Theme: How boards actually function

Time

Session

09:30 am–11:00 am

1

Board Committees

11:30 am–1:00 pm

2

Audit Committee Deep Dive

11:45 am–13:00 pm

3

SEBI LODR Essentials

14:00 pm–15:15 pm

4

Board Evaluation, Remuneration and Succession

Day 3: Understanding Finance, Audit Oversight and Red Flags

Theme: What every independent director must know about numbers

Time

Session

Coverage

09:30–11:00am

1

Financial Statements for Directors

11.30-1:00pm

2

Board-Level Financial Questions

2.00- 3.30pm

3

Audit Reports and Internal Controls

4:00–5:30pm

4

Governance Red Flags and Financial Governance Failure

Day 4: Behavioural Effectiveness

Theme: From compliance director to value-adding board member

Time

Session

Coverage

9:30 am–11:00 am

1

Self awareness, Behavioural Insights

11:30 am – 1.00 pm

2

Exploring Self through TA

2:00 pm–3:30 pm

3

Behavioural Dynamism of Board

4:00 pm–5:30 pm

4

Ethics and Self Evaluation

Day 5: Risk, Compliance, ESG and Stakeholder Governance

Theme: Independent director as guardian of long-term trust

Time

Session

Coverage

09:30 am–11:00 am

1

Enterprise Risk Management

11:30 am –1:00 pm

2

Compliance Oversight

2.00 pm-3.30 pm

3

Conflict of Interest

4:00 pm–5:30 pm

4

ESG, CSR and Stakeholder Governance

Day 6:

Strategic Role of Independent Directors and Board Readiness Plan

Theme: Independent Directors as Board Stewards and Strategic Leaders

Time

Session

Coverage

09:30 am–11:00 am

1

Strategic Oversight

11:30 am–1:00 pm

2

Strategic Leadership

2:00 pm–3:30 pm

3

Board Readiness Plan

4:00 pm–5:30 pm

4

Valedictory and Feedback

Objectives

At the end of the programme, participants should be able to:

Pedagogy

The programme will use an applied and participant-centric pedagogy combining:

Target Participants

The programme is suitable for: