The out-of-the-blue exit of HDFC Bank’s part-time chairman has raised concerns about the protection of minority shareholders’ interests. “Nobody is expected to make any insinuations without proper evidence,” Securities and Exchange Board of India (Sebi) Chairman Tuhin Kanta Pandey said on Monday. “You just can’t say anything and go; you have to substantiate,” he said.

Independent directors of companies are required to report concerns about unethical behavior, actual or suspected fraud, or violation of the company’s code of conduct or ethics policies, he said while responding to queries about Atanu Chakraborty, who also exited as the independent director of HDFC Bank.

Any comments about ethical issues in an entity impact minority shareholders, he highlighted.

Code for independent directors

There is a code for independent directors which is encompassed in Sebi’s Listing Obligations and Disclosure Requirements (LODR) and Companies Act, 2013. “Where there are any concerns regarding the running of a company or a proposed action, it is required to be ensures that these are addressed with the board and insist that the concerns are recorded in the minutes of the board meeting,” Pandey said.

They are also required to be protective of the interests of minority shareholders, he added.