TaxTMI 
TaxTMI 
Performance review of Public Interest Directors (PIDs)
X X X X Extracts X X X X
X X X X Extracts X X X X
.... interest directors shall be nominated for a term of three years, extendable by another term of three years, subject to performance review in the manner as may be specified by the Board: Provided that post the expiry of term(s) at the recognized stock exchange or the recognized clearing corporation / depository, a public interest director may be nominated for a further term of three years in other recognized clearing corporation or recognized stock exchange, or a depository, only after a cooling-off period of one year: Provided further that a person may be nominated as a public interest director for a maximum of three terms across recognized stock exchanges / recognized clearing corporations / depositories, subject to a maximum age limit of seventy five years. 3. For complying with the aforementioned regulation, while developing a framework for performance review of PIDs, MIIs need to consider the following: a. Policy for Performance review of PIDs: i. The Nomination and Remuneration committee (NRC) of the MIIs will be responsible for framing the performance review policy for PIDs. ii. Such performance review policy shall include crit....
X X X X Extracts X X X X
X X X X Extracts X X X X
....Regulations, 2018 and Clause 2(d) of Schedule II Part C of SEBI (D&P) Regulations, 2018 under the head 'Public Interest Director'; and conflict of interest, if any, of any PIDs should be disclosed to SEBI by the governing board with their comments/ views. d. Disclosure: Performance evaluation criteria for PIDs shall be disclosed in their annual report as well as on the website of the concerned MII. e. Recommendation to SEBI: After taking into account the performance of a PID in the concerned MII, on the basis of internal evaluation and external evaluation both carrying equal weightage, NRC shall consider and recommend extension of his / her tenure to the Governing Board of the MII. The Governing Board of the MII shall in-turn consider and recommend to SEBI if the tenure of the PID is desired to be extended by another term of three years. f. In addition to the other requirements prescribed in performance review policy of the MIIs along-with norms specified in SECC Regulations, 2018 and SEBI (D&P) Regulations, 2018, the following may be considered by NRCs of MIIs: i. It shall be ensured that the concerned PID hasn't remained absent for three consec....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e directed to: c. take necessary steps to put in place systems for implementation of the circular, including necessary amendments to the relevant bye-laws, rules and regulations; d. disseminate the provisions of this circular on their websites; and e. communicate to SEBI, the status of implementation of the provisions of this circular in the Monthly Report. 9. This circular is being issued in exercise of powers conferred under Section 11 (1) of the Securities and Exchange Board of India Act, 1992, read with Section 10 of the Securities Contracts (Regulation) Act, 1956 and Section 19 of the Depositories Act, 1996, to protect the interests of investors in securities and to promote the development of, and to regulate the securities market. 10. This circular is available on SEBI website at www.sebi.gov.in at "Legal Framework→Circulars". Yours faithfully, Bithin Mahanta Deputy General Manager Market Regulation Department Email: [email protected] Annexure A to the circular Guide for MIIs to frame criteria for performance review of PIDs: a. Qualifications: The PID's qualification in area of law, finance, accounting, economics....
X X X X Extracts X X X X
X X X X Extracts X X X X
....or may not be in the interest of securities market, and whether the PID reported same to SEBI. • Whether the PID appropriately deals with critical matters. g. Availability and attendance: • Whether the PID is available for meetings of the Board and attends the meeting of Governing board and Committees regularly and timely, without delay. It must be ensured that the concerned PID hasn't remained absent for three consecutive meetings of the governing board and has attended seventy five per cent of the total meetings of the governing board in each calendar year; failing which the PID shall be liable to vacate office. h. Commitment: Whether the PID is adequately committed to the Board and the MII. i. Contribution: • Whether the PID has contributed effectively to the entity and in the Board meetings. • Whether the PID participates in the proceedings of Board meetings keeping in mind the interests of various stakeholders. • Whether the PID actively deliberates and contributes on proposed business propositions and strategic decisions taking into consideration pros and cons of such propositions, long term outlook, bu....