Independent Director definition: Copy, customize, and use instantly
Introduction
The term "Independent Director" refers to a member of a company’s board of directors who does not have any material relationship with the company that could impair their ability to act in the best interests of shareholders. Independent directors are often required under corporate governance standards to provide impartial oversight, particularly in areas such as audits, executive compensation, and conflict resolution.
Below are various examples of how "Independent Director" can be defined in different contexts. Copy the one that fits your needs, customize it, and use it in your contract.
Definition of "Independent Director" in corporate governance policies
This definition ties "Independent Director" to governance standards.
"Independent Director" means a director who is not an employee of the company and does not have a material financial, familial, or professional relationship with the company or its affiliates that could influence their judgment.
Definition of "Independent Director" in board composition agreements
This definition connects "Independent Director" to board structure.
"Independent Director" refers to a director who meets the independence criteria established by applicable corporate governance regulations or stock exchange listing standards.
Definition of "Independent Director" in audit committee charters
This definition links "Independent Director" to financial oversight.
"Independent Director" includes a board member who is free from any relationships or interests that could compromise their ability to provide unbiased oversight of the company’s financial reporting and audit processes.
Definition of "Independent Director" in regulatory compliance agreements
This definition applies "Independent Director" to legal standards.
"Independent Director" means a director who satisfies the independence requirements outlined in applicable laws, regulations, or listing rules, ensuring their impartiality in decision-making processes.
Definition of "Independent Director" in shareholder agreements
This definition ties "Independent Director" to shareholder interests.
"Independent Director" means a director who does not have any material financial, familial, or business relationship with the company, its executives, or its significant shareholders, ensuring impartiality in protecting shareholder interests.
Definition of "Independent Director" in conflict of interest policies
This definition connects "Independent Director" to ethical oversight.
"Independent Director" refers to a board member who is free from conflicts of interest, ensuring that their decisions are based solely on the best interests of the company and its stakeholders.
Definition of "Independent Director" in compensation committee terms
This definition links "Independent Director" to executive pay decisions.
"Independent Director" includes a board member who meets independence criteria, ensuring unbiased judgment in matters such as executive compensation and performance evaluations.
Definition of "Independent Director" in corporate bylaws
This definition ties "Independent Director" to governance rules.
"Independent Director" means a director who is unaffiliated with the company’s management, controlling shareholders, or major suppliers, and meets the independence standards outlined in the company’s bylaws.
Definition of "Independent Director" in board evaluation policies
This definition connects "Independent Director" to performance reviews.
"Independent Director" refers to a director who does not have any relationships with the company that could interfere with their objectivity, particularly in evaluating the board’s performance and governance practices.
Definition of "Independent Director" in diversity initiatives
This definition links "Independent Director" to board inclusivity.
"Independent Director" means a director who, in addition to meeting independence criteria, is selected to contribute to the board’s diversity in terms of experience, perspective, or demographic representation.
Definition of "Independent Director" in mergers and acquisitions agreements
This definition ties "Independent Director" to transaction oversight.
"Independent Director" refers to a director unaffiliated with the parties to a merger or acquisition, ensuring impartial oversight and approval of transactions.
Definition of "Independent Director" in bankruptcy proceedings
This definition connects "Independent Director" to insolvency oversight.
"Independent Director" includes a director appointed to oversee decisions during bankruptcy or restructuring, ensuring fairness to creditors and stakeholders.
Definition of "Independent Director" in special committee charters
This definition links "Independent Director" to committee roles.
"Independent Director" means a board member who is free from material relationships with the company, enabling them to serve on special committees, such as those addressing conflicts or strategic transactions.
Definition of "Independent Director" in risk management policies
This definition ties "Independent Director" to oversight of risks.
"Independent Director" refers to a director who provides unbiased oversight of the company’s risk management strategies, free from influences that could compromise their judgment.
Definition of "Independent Director" in governance reforms
This definition connects "Independent Director" to board accountability.
"Independent Director" means a director appointed to enhance board accountability, with no direct or indirect financial ties to the company or its executives.
Definition of "Independent Director" in shareholder activism agreements
This definition links "Independent Director" to investor engagement.
"Independent Director" includes a director who is unaffiliated with management and is appointed to ensure alignment with shareholder interests, particularly during periods of shareholder activism.
Definition of "Independent Director" in whistleblower policies
This definition ties "Independent Director" to ethical compliance.
"Independent Director" refers to a board member who is responsible for overseeing whistleblower policies and ensuring that ethical concerns are addressed impartially and effectively.
Definition of "Independent Director" in regulatory audit requirements
This definition connects "Independent Director" to compliance audits.
"Independent Director" means a director who meets the independence standards required by regulatory authorities, ensuring objective oversight of compliance audits and reporting.
Definition of "Independent Director" in initial public offering (IPO) agreements
This definition links "Independent Director" to public market entry.
"Independent Director" includes a board member who fulfills independence criteria, often required during IPOs to enhance governance credibility with public investors.
Definition of "Independent Director" in corporate ethics programs
This definition ties "Independent Director" to ethical governance.
"Independent Director" refers to a director who actively participates in implementing and monitoring corporate ethics programs, ensuring impartiality and adherence to governance standards.
Definition of "Independent Director" in related-party transaction approvals
This definition connects "Independent Director" to conflict resolution.
"Independent Director" means a director unaffiliated with any related parties involved in a transaction, ensuring fair and unbiased approval processes.
Definition of "Independent Director" in financial institutions
This definition links "Independent Director" to regulatory compliance.
"Independent Director" includes a director appointed to meet the independence requirements for financial institutions, ensuring unbiased governance and decision-making.
Definition of "Independent Director" in cross-border joint ventures
This definition ties "Independent Director" to international collaboration.
"Independent Director" refers to a director who is independent of the joint venture partners and is appointed to provide impartial oversight of cross-border operations.
Definition of "Independent Director" in audit firm rotations
This definition connects "Independent Director" to auditor independence.
"Independent Director" means a board member who ensures adherence to auditor independence and rotation policies, free from conflicts that may compromise audit integrity.
Definition of "Independent Director" in anti-corruption policies
This definition ties "Independent Director" to ethical governance.
"Independent Director" refers to a board member who is free from any material connections to the company and is responsible for ensuring compliance with anti-corruption laws and ethical standards.
Definition of "Independent Director" in proxy advisory services
This definition connects "Independent Director" to shareholder guidance.
"Independent Director" means a director who meets the independence criteria recognized by proxy advisory firms, ensuring alignment with best practices in corporate governance.
Definition of "Independent Director" in capital market transactions
This definition links "Independent Director" to investor confidence.
"Independent Director" includes a board member who satisfies independence requirements, enhancing transparency and investor trust in capital market transactions.
Definition of "Independent Director" in environmental, social, and governance (ESG) strategies
This definition ties "Independent Director" to sustainability initiatives.
"Independent Director" refers to a director unaffiliated with the company, providing impartial oversight and guidance on ESG-related matters to ensure accountability.
Definition of "Independent Director" in restructuring agreements
This definition connects "Independent Director" to organizational change.
"Independent Director" means a director appointed to oversee restructuring activities, ensuring that decisions are free from conflicts of interest and serve the best interests of stakeholders.
Definition of "Independent Director" in regulated industry compliance
This definition links "Independent Director" to sector-specific standards.
"Independent Director" includes a board member who meets the independence criteria outlined in regulations specific to highly regulated industries, such as banking or healthcare.
Definition of "Independent Director" in shareholder dispute resolution
This definition ties "Independent Director" to conflict mediation.
"Independent Director" refers to a director unaffiliated with conflicting parties, appointed to provide impartial oversight in shareholder disputes and ensure fair resolutions.
Definition of "Independent Director" in fiduciary duty compliance
This definition connects "Independent Director" to legal responsibilities.
"Independent Director" means a director who is free from material relationships, ensuring impartiality in fulfilling fiduciary duties to the company and its shareholders.
Definition of "Independent Director" in private equity portfolio companies
This definition links "Independent Director" to external oversight.
"Independent Director" includes a director who is not an investor, employee, or affiliate of the private equity firm, ensuring objective oversight of portfolio company management.
Definition of "Independent Director" in industry best practices
This definition ties "Independent Director" to governance benchmarks.
"Independent Director" refers to a director who satisfies recognized independence criteria, providing a benchmark for best practices in corporate governance.
Definition of "Independent Director" in board committee appointments
This definition connects "Independent Director" to specialized oversight.
"Independent Director" means a director appointed to committees requiring independence, such as audit, compensation, or governance committees, ensuring unbiased decision-making.
Definition of "Independent Director" in financial crisis management
This definition links "Independent Director" to stability oversight.
"Independent Director" includes a director who provides impartial oversight during financial crises, ensuring that decisions prioritize long-term stability and stakeholder interests.
Definition of "Independent Director" in public company disclosures
This definition ties "Independent Director" to transparency.
"Independent Director" refers to a director who is unaffiliated with management or major shareholders, ensuring unbiased input in public disclosures and regulatory filings.
Definition of "Independent Director" in whistleblower protections
This definition connects "Independent Director" to ethical safeguards.
"Independent Director" means a director who oversees the implementation and enforcement of whistleblower protections, ensuring accountability and ethical compliance.
Definition of "Independent Director" in legal compliance programs
This definition links "Independent Director" to regulatory adherence.
"Independent Director" includes a director who ensures the company adheres to applicable legal and regulatory requirements, free from influences that may compromise their judgment.
Definition of "Independent Director" in crisis response teams
This definition ties "Independent Director" to emergency oversight.
"Independent Director" refers to a director who provides impartial guidance during crises, such as cybersecurity breaches or public relations emergencies, to safeguard the company’s reputation and operations.
Definition of "Independent Director" in performance-based incentive plans
This definition connects "Independent Director" to fair compensation.
"Independent Director" means a director who is free from conflicts of interest, ensuring impartiality in approving performance-based incentive plans for executives.
Definition of "Independent Director" in charitable organization boards
This definition links "Independent Director" to nonprofit governance.
"Independent Director" includes a board member unaffiliated with donors, management, or beneficiaries, ensuring unbiased oversight of a charitable organization’s activities.
Definition of "Independent Director" in anti-trust compliance
This definition ties "Independent Director" to competitive practices.
"Independent Director" refers to a director responsible for overseeing anti-trust compliance, ensuring that company practices align with competitive and regulatory standards.
Definition of "Independent Director" in pre-IPO governance structures
This definition connects "Independent Director" to public readiness.
"Independent Director" means a director who meets regulatory independence standards, often appointed pre-IPO to enhance governance credibility with prospective investors.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.