The Separate Meeting: The Most Wasted Hour in Corporate Governance

Separate Meeting explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.

Once a year, the independent directors of a company are required to meet with no executive directors and no management in the room.

It is the only forum in the governance calendar designed specifically for the people whose job is to be sceptical, without the people they're supposed to be sceptical about. And in most companies it produces a pre-drafted minute, signed in eight minutes, recording that everything was found satisfactory.

That's a waste of the single best mechanism the Act gives independent directors.

At least one meeting per financial year (Schedule IV Part VII; Regulation 25(3) for listed entities), with no non-independent directors and no management present. Three prescribed items: review the non-independent directors and the board as a whole, review the chairperson, and assess the quality, quantity and timeliness of information flow. The Act prescribes no notice period, quorum or minute format — so companies apply board practice by analogy. Video conferencing is fine.

The legal basis

Schedule IV, Part VII requires the independent directors of the company to hold at least one meeting in a financial year, without the attendance of non-independent directors and members of management. All independent directors are expected to strive to be present.

For listed entities, Regulation 25(3) imposes the same requirement, and Regulation 25(4) sets out the same three review items.

Note the wording: "in a financial year." The original text said "in a year," and the Companies (Amendment) Act, 2017 fixed the ambiguity. One meeting per financial year is the floor, not the target — boards dealing with a live issue can and should meet more often.

Who can be in the room

Independent directors only.

• No executive directors. No exceptions.
• No non-executive directors who aren't independent — including nominee directors.
• No members of management. This includes the CEO, CFO and, importantly, the company secretary.

That last one causes practical friction, because the company secretary normally drafts minutes. The workable answer is that the independent directors appoint one of themselves to chair and one to record, and hand the note to the company secretary afterwards for the records. A company secretary sitting through the meeting to take notes defeats its purpose — the whole design is a room where independent directors can speak freely about management, and management includes the person minuting them.

The three prescribed items

1. Review the performance of non-independent directors and of the board as a whole.

Not a rating exercise. The useful questions are whether the executive directors bring problems to the board early or late, whether the board's time is spent on the things that actually determine the company's future, and whether decisions get revisited or quietly drift.

2. Review the performance of the chairperson, taking into account the views of executive and non-executive directors.

The chairperson controls the agenda, the time given to each item and whether dissent gets aired. This review is the only structured opportunity to say that a chairperson is closing down discussion or steering outcomes.

3. Assess the quality, quantity and timeliness of the flow of information between management and the board.

This is the item with real teeth and the one most often skipped. Concrete things to test:

• When did board papers actually arrive? Not what the policy says — what happened, meeting by meeting.
• Were material matters handled verbally rather than in writing?
• Was the important number buried? A 400-page pack with the critical figure on page 312 is a form of non-disclosure.
• Did we get what we asked for last time? Track outstanding information requests across meetings.
• Are we hearing bad news from management, or from the auditor and the newspapers?

A board that fails item 3 has a governance problem regardless of how good its other processes look, because every other process depends on information the board didn't get.

Notice, quorum and minutes

The Act prescribes no notice period, no quorum and no minute format for this meeting. It isn't a board meeting or a committee meeting, so the Section 173 machinery doesn't apply to it directly.

That leaves companies to apply board practice by analogy, which is the sensible approach:

On minutes, one strong recommendation: record what was actually discussed, not that everything was satisfactory. If the information flow was late three times in the year, the minute should say so. That record is what makes the meeting useful next year — and, if things go badly, it's contemporaneous evidence that the independent directors were doing their job.

Disclosure

For listed entities, the corporate governance report in the annual report discloses the number of separate meetings of independent directors held during the year and the attendance of each independent director.

That number is read. A company reporting exactly one meeting a year, every year, with partial attendance, is describing a board where the independent directors don't meet unless the rules make them.

A working agenda

1. Confirm the room — independent directors only; note who attended.
2. Information flow review: paper circulation dates for each board meeting; outstanding information requests; matters handled verbally.
3. Board effectiveness: agenda quality, time allocation, whether discussion is genuine.
4. Non-independent directors: contribution, candour, whether issues arrive early.
5. Chairperson: agenda control, handling of dissent, board dynamics.
6. Anything held back: has anyone hesitated to raise something in the full board, and why?
7. Actions: what the independent directors will ask the board or chairperson to change, and who carries it.
8. Record the minute and place the outcome before the board.

Key takeaways

• At least once a financial year, independent directors only.
• The company secretary shouldn't be in the room — appoint one of your own to record.
• Three prescribed items, and item 3 on information flow is the one that matters.
• No statutory notice, quorum or minute format — apply board practice by analogy.
• Video conferencing is permitted.
• Minute what was actually said. "Satisfactory" minutes protect nobody.
• Listed entities disclose the number of meetings and attendance in the corporate governance report.

Read next

• Schedule IV: The Code for Independent Directors, Part by Part
• Duties of an Independent Director: Schedule IV Explained
• Board Performance Evaluation: The Legal Requirement and How It's Done
• Regulation 25 of SEBI LODR: Every Obligation of an Independent Director

Law stated as on 5 September 2026. Listed entities must read Schedule IV together with Regulation 25 — where they differ, the stricter requirement applies.