Composition of the Governing Board.

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..... rning Board in addition to the managing director, but such director shall be deemed to be a shareholder director. (4) More than half of the directors shall be persons resident in India at the time of their appointment, and at all times during their tenure as directors. 3 [ (4A) A shareholder director shall be an individual, who satisfies the eligibility norms, including experience and qualification, as decided by the Governing Board. ] (5) The number of independent directors shall not be less than the number of shareholder directors: Provided that no meeting of the Governing Board shall be held without the presence of at least one independent director. (6) An independent director shall be an individual- (a) who is a per .....

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..... the directors shall be insolvency professionals. (12) The directors shall elect an independent director as the Chairperson of the Governing Board. (13) A director, who has, any interest, direct or indirect, pecuniary or otherwise, in any matter coming up for consideration at a meeting of the Governing Board or any of its Committees, shall as soon as possible after relevant circumstances have come to his knowledge, disclose the nature of his interest at such meeting and such disclosure shall be recorded in the proceedings of the Governing Board or the Committee, as the case may be, and the director shall not take part in any deliberation or decision of the Governing Board or the Committee with respect to that matter. ] 5 [ (14) A .....

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..... ative of the directors of the Governing Board; (e) who had or has no pecuniary relationship with the insolvency professional agency, or any of its directors, or any of its shareholders holding more than ten percent of its share capital, during the two immediately preceding financial years or during the current financial year; (f) who is not a shareholder of the insolvency professional agency; (g) who is not a member of a governing council of any of the shareholders holding more than ten percent of the share capital of the insolvency professional agency; and (6) The directors shall elect an independent director as the Chairperson of the Governing Board. Explanation - For the purposes of this Regulation, any fraction con .....

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