Regulation 12 - Composition of Board of Directors - Securities and Exchange Board of India (Self Regulatory Organisations) Regulations, 2004

CHAPTER III COMPOSITION AND FUNCTIONS OF SELF REGULATORY ORGANIZATIONS Composition of Board of Directors. 12. (1) The Articles of Association of a Self Regulatory Organization shall provide for the following: - (a) There shall be a Board of Directors of the Self Regulatory Organization and majority of directors shall be independent directors. (b) The independent directors shall not be required to hold any qualification shares. (c) The Board of Directors shall consist of nine directors out of which five directors shall be nominated by the Board and the remaining four shall be elected by the members of the Self Regulatory Organization. (d) The General Superintendence, direction and management of the affairs of the Self Regulatory Organization shall vest in its Board of Directors, which may exercise all powers and do all acts and things which may be exercised or done by the Self Regulatory Organization. (e) There shall be a Chairman, who shall be an independent professional, appointed by Board of Directors, with the prior approval of the Board. (f) The Chairman shall be responsible for day-to-day administration of Self Regulatory Organization and implementing the decisions of Board of Directors. (g) The Board of Directors may establish committees including disciplinary committee, screening committee, arbitration committee or remuneration committee in order to carry out the purposes of these regulations: Provided that the committees constituted under this regulation may consist wholly of other persons or partly of directors and partly of other persons: Provided further that the majority of members of each such committee shall be independent. (h) The office bearers of Board of Directors shall relinquish their office, when the Board passes an order under clause (c) of sub-section (4) of section 11 of the Act. (i) The Board of Directors of the Self Regulatory Organization shall be reconstituted as and when required by the Board.