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Regulation 62G - Nomination and remuneration committee - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015Extract 1 [Nomination and remuneration committee. 62G. (1) The board of directors shall ensure that the functions of the nomination and remuneration committee as specified in Part D of the Schedule II are either discharged by the board of directors or, a nomination and remuneration committee is constituted as follows: (a) the committee shall comprise of at least three directors; (b) all directors of the committee shall be non-executive directors; and (c) at least two-thirds of the directors shall be independent directors. (2) The chairperson of nomination and remuneration committee shall be an independent director: Provided that the chairperson of the HVDLE, whether executive or non-executive, may be appointed as a member of the nomination and remuneration committee and shall not chair such committee. (3) The quorum for a meeting of the nomination and remuneration committee shall be either two members or one third of the members of the committee, whichever is greater, including at least one independent director. (4) The chairperson of the nomination and remuneration committee may be present at the annual general meeting, to answer the shareholders queries. (5) Notwithstanding anything contained in sub-regulation (4), it shall be the discretion of the chairperson to decide as to who may answer the queries. (6) The nomination and remuneration committee shall meet at least once in a year. (7) In case of entities that are not companies or body corporates incorporated under the Companies Act, 2013 or set up under the public private partnership model/ structure, function of the nomination and remuneration committee as specified under Part D of Schedule II may be ensured as per the provisions of their respective statutes or in terms of the public private partnership model/ structure. ] **************** NOTES:- 1 . Inserted vide F. No. SEBI/LAD-NRO/GN/2025/239 dated 27-03-2025
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