Board governance for entities with listed nonconvertible debt mandates majority non-executive directors and specified shareholder approvals. Regulation 62D requires that the board of an entity with listed non-convertible debt securities have an optimum mix of executive and non-executive directors with at least one woman and at least fifty per cent non-executive directors; where applicable, one-third or one-half of the board must be independent. Shareholder approval is required for appointment or continuation of directors in specified cases (including non-executive directors aged 75+ and periodic continuations every five years), vacancies are to be filled promptly, boards must meet at least four times a financial year with prescribed quorum, and the board must oversee compliance, succession, risk management and remuneration approvals.