An independent director is a non-executive director who is devoid of any material conflict of interest with the company or its promoters. In the aftermath of various serious corporate frauds and incidents of mismanagement, investor confidence was badly hurt. To restore a degree of confidence in the investors in companies, many committees were constituted in different countries, and most of them recommended, as one of the measures to remedy the situation, the concept of independent director on corporate boards. India too adopted the concept initially through codes/ recommendations made by committees and lately by incorporating necessary provisions in the New Companies Act, introduced in 2013, in an elaborate way. The USA provisions on independent directors emanate from listing manual of stock exchange and are generally similar to Indian regulations. The present paper examines different aspects of independent directors in the two important jurisdictions of India and USA in a comparative way. It is observed that both the countries have laid focus on absence of conflict of interest to determine the independent status of a director. Indian law prescribes one third of independent directors, while in USA, a majority of directors have to be independent. There are various similarities in the provisions relating to independent directors in the two countries.