Reg 17(10) evaluation of independent directors
Annual evaluation of each independent director by the entire board, covering performance and the independence criteria.
At least 1 a financial year
- SEBI
- SEBI events and governance
- Not specified
- 2026-09-01
Once a financial year. The entire board evaluates the performance of each independent director and whether the director continues to fulfil the independence criteria and remains independent of management. The director under evaluation does not take part in that evaluation.
Deadlines counted from an event
The performance evaluation of each independent director is carried out by the entire board of directors once a year, and covers the director's performance and whether the director fulfils the independence criteria specified in the regulations and is independent of management. The director being evaluated does not participate in that evaluation.
The rule
The performance evaluation of each independent director is carried out by the entire board of directors once a year, and covers the director's performance and whether the director fulfils the independence criteria specified in the regulations and is independent of management. The director being evaluated does not participate in that evaluation.
Who must comply
- Every entity with specified securities listed on a recognised stock exchange
- Each independent director on the board of that entity
- Reg 15(2) exempts an entity with paid-up equity share capital of ₹10 crore or less and net worth of ₹25 crore or less, and an entity listed on the SME Exchange, from Reg 17 to Reg 27.
Statutory basis
Before you file
- Get the evaluation criteria formulated by the nomination and remuneration committee.
- Collect the attendance and contribution record of each independent director.
- Collect the annual independence declaration from each independent director.
- Exclude the director under evaluation from that part of the meeting.
How to file
- Put the evaluation of each independent director to the entire board once a year.
- Assess performance and the independence criteria for each director.
- Keep the director under evaluation out of that evaluation.
- Include the board recommendation and its rationale in the section 102 explanatory statement for any resolution on the director.
- Disclose the evaluation criteria and process in the annual report.
No separate filing. Disclosed in the annual report corporate governance section
If you miss it
No per-day exchange fine is asserted here, because this provision is not on the fine table we have verified. A breach of a corporate-governance condition is a breach of listing conditions, which section 23E of the Securities Contracts (Regulation) Act reaches at not less than ₹5 lakh and up to ₹25 crore. SEBI's other head is section 15HB of the SEBI Act, the residual penalty that applies where the Act provides no specific penalty for the contravention. Section 15A(b) is not the right head, because a missed meeting is not a failure to furnish information.
- The default shows in the quarterly governance report inside Integrated Filing (Governance), so it becomes visible to the exchange and to investors without any separate complaint
- SEBI has moved to a settlement route for many governance defaults, which still carries a settlement amount and an admission on the record
Common questions
Who carries out the evaluation?
The entire board, not the nomination and remuneration committee alone. The director being evaluated does not participate.
What changed in the explanatory statement requirement?
Reg 17(11) now requires the section 102 explanatory statement to carry the board's recommendation and its rationale. The word rationale was inserted with effect from 13 December 2024.