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ICAI to certify independent directors, new course likely by October-end

Sep 24, 2026

Institute plans dedicated programme to train board members on Companies Act duties, questioning management and promoters and consequences of failing to discharge responsibilities.

The Institute of Chartered Accountants of India (ICAI) is preparing to launch a dedicated certification course for independent directors, with the programme likely to be rolled out by the end of October 2026, a senior ICAI official said.

The ICAI Council has already approved the proposed course and work on the background material is under way. The course is intended to strengthen independent directors' understanding of their statutory responsibilities, including their role in questioning management and promoters and the potential consequences of failing to discharge their duties.

The course material is expected to be placed before the relevant committee for approval before the programme is launched.

Focus on independent directors' responsibilities

The proposed certification comes as the role of independent directors and audit committees remains central to corporate governance at listed companies. The programme is expected to focus on the practical responsibilities of independent directors under the Companies Act and help them better understand the extent of their role in board and committee deliberations.

A senior ICAI official said, "All listed companies require independent directors to be appointed, and precisely the audit committee chairman should be expert in finance, accounting and law. Of course, it does not necessarily need to be a chartered accountant, but in the majority of companies today, in around 75% of listed companies, audit committee chairmen and independent directors are CAs. The ICAI Council has approved to come with a certified course to train independent directors."

The proposed course is expected to cover the responsibilities of independent directors, including how they should engage with management and promoters and the actions that may follow where their responsibilities are not properly discharged.

Course material under preparation

The institute is currently working on the background material for the certification programme. The material will subsequently be placed before the relevant committee for consideration and approval.

ICAI is targeting the end of October 2026 for the launch of the course, the official said.

The initiative would provide a structured certification programme for independent directors through the accounting profession's apex body, with the proposed curriculum focusing on statutory duties as well as the broader responsibilities associated with board and audit committee roles.

Independent directors are required to exercise independent judgement and play a key role in overseeing management and protecting the interests of stakeholders. The proposed ICAI programme is aimed at strengthening their understanding of these responsibilities and the legal framework governing their role.

[ET CFO]

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