Roles and Responsibilities of Non-executive Directors
Section 149 of the Act makes it mandatory for every company to have a Board of Directors, with a defined minimum and the maximum number of members. It is necessary to highlight the types of directors in a company since the prima facie function of all the directors is not to foresee everything the company does in its legal capacity or managing the daily affairs of the company. The director not only plays one role in a company but instead many like that of an officer, an agent, an employee, a trustee, etc., which indicates that he/she has liabilities to be taken care of. Under the Companies Act, there are many types of directors divided into two namely, executive and non-executive directors. Executive Directors are those who are involved in day to day functioning of the company and managing business operations as decided which makes them responsible for the smooth functioning of the departments headed by them. On the other hand, the non-executive directors are a part of Board meeting discussions related to policy framing. As it can be seen that they do not manage the integral functions of the company but can be only held liable for the acts to which they consented and had knowledge of. Liability towards the company arises out of the diligence and if not abided results in monetary compensation but is sometimes even lead to criminal liabilities. There is no specific differentiation arising out of the powers or responsibilities bestowed to the Executive or Non-Executive Directors. This can be concluded from section 166 of the Act which equally enunciates the responsibilities on behalf of both executive and non-executive directors. The J.J Irani committee report can be seen as a similar reference to understand and summarize the roles and responsibilities of the independent directors. The Companies Act lays down certain provisions in terms of independent directors in the Code of Conduct prescribed under Schedule IV. It also provides stringent qualifications for independent directors, including detailed guidelines for their appointment, roles, responsibilities, removal, and resignation, to ensure that they work objectively. Some of the main functions under the Code of Conduct include:
• Assistance in bringing an independent judgment to the board,
• scrutinize the performance of the management in meeting goals,
• protecting the interests of all stakeholders, particularly, minority shareholders,
• balancing the conflicting interests of stakeholders,
• in cases where they have concerns about the running of the company or a proposed action,
• Making sure that those issues are addressed by the board, and to the extent they are unresolved, insisting on such concerns being recorded in the minutes of board meetings,
• report concerns of unethical behaviour, fraud, or violations of the code of conduct or the ethics policy of the company.
The Companies Act also lays down the compulsory presence of independent directors in the corporate social responsibility committee, nomination and remuneration committee, and the audit committee of companies.

This Article Does Not Intend To Hurt The Sentiments Of Any Individual Community, Sect, Or Religion Etcetera. This Article Is Based Purely On The Authors Personal Views And Opinions In The Exercise Of The Fundamental Right Guaranteed Under Article 19(1)(A) And Other Related Laws Being Force In India, For The Time Being.