Corporate governance is now perceived to be a good strategy that leads to long-term sustenance of business. Most regulations focused importantly on the role of independent directors in fostering good and responsible corporate governance. While board of directors, as central decision-making authority in companies, play a pivotal role in furtherance of corporate governance, the role of independent directors in this respect has become more critical. The effectiveness of his role hinges on, in addition to his own quality and competence, on various other factors, which may pose serious challenge for him. It has, therefore, become important to study different provisions relating to independent directors in India and compare the same with corresponding provisions from another leading jurisdiction, to assess the overall framework of independent directors on a comparative basis. This paper attempts to delineate various commonalities and differences between Indian provisions on corporate governance as contained in new Companies Act and its corresponding provision in the UK, known as UK Code of Corporate Governance.

Corporate governance gained prominence in the aftermath of turbulence created in corporate management ethos by a slew of serious scandals and frauds that shattered investor confidence in corporate management and reporting. Gradually the concept permeated all aspects of corporate decision making. The governments and corporate managements participated in initiating necessary remedial measures aimed at regaining the bruised confidence of investors and other stakeholders of corporate decisions.

Corporate Governance Journal, Independent Directors, Corporate Governance: A Comparative Study of Indian, UK Provisions.