1. Tenure of Non-Independent Directors

• Non-independent directors (including executive and non-executive directors) do not have a fixed maximum tenure under the Companies Act, 2013.
  
• However, they are subject to retirement by rotation, where at least two-thirds of the board must retire by rotation in listed companies.
  
• These directors can be reappointed indefinitely through shareholder approval at the Annual General Meeting (AGM).
  
• Their tenure is generally governed by the company’s Articles of Association and board resolutions.
  
• Each appointment typically lasts until the next AGM or for a period specified in the resolution.
  

2. Tenure of Managing Director or Whole-Time Director

• The maximum tenure for a Managing Director or Whole-Time Director is 5 years per appointment.
  
• They may be reappointed for another term after the current term ends, subject to board and shareholder approval.
  
• Reappointment cannot be made earlier than 1 year before the expiry of the existing term.
  
• The terms and conditions, including remuneration, must comply with Schedule V of the Companies Act.
  
• Listed companies must also comply with SEBI’s LODR guidelines.
  

3. Tenure of Independent Directors

• An Independent Director can hold office for a maximum of two consecutive terms of 5 years each (total 10 years).
  
• After completing 10 years, they must take a mandatory cooling-off period of 3 years before reappointment in the same company.
  
• During the cooling-off period, they must not be associated with the company in any other capacity.
  
• Each term of 5 years must be approved by shareholders by a special resolution.
  
• Listed companies are also required to disclose the terms of appointment in their corporate governance reports.
  

4. Tenure of Additional, Alternate, and Nominee Directors

• Additional Directors hold office only until the next AGM.
  
• Alternate Directors serve during the absence (not less than 3 months) of the original director and cease automatically on their return.
  
• Nominee Directors are appointed for the duration defined by the institution or agreement that nominated them.
  
• Their continuation is subject to the terms of the appointment authority.
  
• All appointments must be reported to the Registrar of Companies.
  

5. Regulatory and Filing Requirements

• Appointments and reappointments must be recorded in the board meeting minutes and approved in the AGM if required.
  
• Changes in directorship must be filed with the Registrar of Companies (ROC) using Form DIR-12 within 30 days.
  
• Director reappointments must comply with conditions related to qualification, age, and disqualification provisions under Sections 164 and 196.
  
• Failure to observe proper tenure and approvals can lead to penalties and disqualification.