Issuers must appoint INEDs representing at least one-third of the Board. Once appointed, INEDs have the same fiduciary duties and duties of skill, care and diligence as other directors and are expected to provide independent judgment on issues of conflict and other decisions made by the Board. INEDs are expected to serve on board committees, including the audit, remuneration, nomination and other governance committees.

While not part of the issuer’s management or the day-to-day operations, INEDs should contribute to the development of the issuer’s strategy and policies through independent, constructive and informed comments. In addition, INEDs play a key role in the Board’s oversight of risk management and internal controls and are a catalyst for ESG adoption.

The Exchange has set up a separate portal, the INED Corner, providing practical guidance on the responsibilities of INEDs including:

• An overview of the Role of INEDs on the Board;.
• A summary of INEDs’ duties in practice; and
• Practical case studies illustrating the role and duties of INEDs in real-life scenarios.

For further guidance on the role of INEDs, please also consider the Exchange’s guide: “A Snapshot of INEDs’ Roles and Responsibilities”.