TaxTMI 
TaxTMI 
Board of Directors.
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....ive chairperson is a promoter of the listed entity or is related to any promoter or person occupying management positions at the level of board of director or at one level below the board of directors, at least half of the board of directors of the listed entity shall consist of independent directors. Explanation.- For the purpose of this clause, the expression "related to any promoter" shall have the following meaning: (i) if the promoter is a listed entity, its directors other than the independent directors, its employees or its nominees shall be deemed to be related to it; (ii) if the promoter is an unlisted entity, its directors, its employees or its nominees shall be deemed to be related to it. ^2[(c) The board of directors of the ^23[****] top 2000 listed entities ^24[****] shall comprise of not less than six directors. ^25[****]] ^10[(d) where the listed company has outstanding SR equity shares, atleast half of the board of directors shall comprise of independent directors.] ^3[(1A) No listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of....
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....eeting at least once in every five years from the date of their appointment or reappointment, as the case may be: Provided that the continuation of the director serving on the board of directors of a listed entity as on March 31, 2024, without the approval of the shareholders for the last five years or more shall be subject to the approval of shareholders in the first general meeting to be held after March 31, 2024: Provided further that the requirement specified in this ^33[sub-regulation] shall not be applicable to the Whole-Time Director, Managing Director, Manager, Independent Director or a Director retiring as per the sub-section (6) of section 152 of the Companies Act, 2013, if the approval of the shareholders for the reappointment or continuation of the aforesaid directors or Manager is otherwise provided for by the provisions of these regulations or the Companies Act, 2013 and has been complied with: Provided further that the requirement specified in this ^33A[sub-regulation] shall not be applicable to the director appointed pursuant to the order of a Court or a Tribunal or to a nominee director of the Government on the board of a listed entity, other than a public....
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....ion ^28[****]- For removal of doubts, it is clarified that the participation of the directors by video conferencing or by other audio-visual means shall also be counted for the purposes of such quorum. ^29[****]] (3) The board of directors shall periodically review compliance reports pertaining to all laws applicable to the listed entity, prepared by the listed entity as well as steps taken by the listed entity to rectify instances of non-compliances. (4) The board of directors of the listed entity shall satisfy itself that plans are in place for orderly succession for appointment to the board of directors and senior management. (5) (a) The board of directors shall lay down a code of conduct for all members of board of directors and senior management of the listed entity. (b) The code of conduct shall suitably incorporate the duties of independent directors as laid down in the Companies Act, 2013. (6) (a) The board of directors shall recommend all fees or compensation, if any, paid to non-executive directors, including independent directors and shall require approval of shareholders in general meeting. (b) The requirement of obtaining approval of shareholders i....
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....he directors; and (b) fulfillment of the independence criteria as specified in these regulations and their independence from the management: Provided that in the above evaluation, the directors who are subject to evaluation shall not participate.] ^9[(11). The statement to be annexed to the notice as referred to in sub-section (1) of section 102 of the Companies Act, 2013 for each item of special business to be transacted at a general meeting shall also set forth clearly the recommendation of the board to the shareholders ^42[along with the rationale] on each of the specific items.] **************** NOTES:- 1 Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, w.e.f. 1.4.2019. 2 Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, w.e.f. 1.4.2019. 3 Inserted ibid. 4 Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, w.e.f. 1.4.2020. 5 Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, w.e.f. the dates specified in the ....
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....bsp;w.e.f. 31-12-2024 before it was read as, "top 500 listed entities shall have at least one independent woman director by April 1, 2019 and the Board of directors of the" 21. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/177 dated 17-05-2024 w.e.f. 31-12-2024 before it was read as, "by April 1, 2020" 22. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/177 dated 17-05-2024 w.e.f. 31-12-2024 before it was read as, "Explanation: The top 500 and 1000 entities shall be determined on the basis of market capitalisation, as at the end of the immediate previous financial year." 23. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/177 dated 17-05-2024 w.e.f. 31-12-2024 before it was read as, "top 1000 listed entities (with effect from April 1, 2019) and the" 24. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/177 dated 17-05-2024 w.e.f. 31-12-2024 before it was read as, "(with effect from April 1, 2020)" 25. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/177 dated 17-05-2024 w.e.f. 31-12-2024 before it wa....