Member of the board of directors of a listed company who is not part of its major shareholders or its management. For the SET's listed companies, an independent director must have qualifications as stipulated by the SET: He or she must not own more than 0.05% shares in the company; assumes a non- executive director of the company He or she can protect shareholders' interests equally He or she can prevent conflict of interest between the company and its major shareholders, management, or related companies. The SET requires a listed company to appoint at least two independent directors.
Independent, or non executive, directors, although part-timers, share all the legal responsibilities of their executive colleagues on the board of a company. In the distant past, non execs used to include people (titled golfing friends of the chairman and suchlike) who were not highly regarded externally. Today, non execs include some of the best operators in the business world. Their status means they can take a strategic, long term view of a business (whether a listed or an unlisted company), whereas the executive team may be too close to the action. The modem view is that independent directors also have a vital role in protecting the interests of shareholders.
a director who has been affirmatively determined by the Board to have no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company)