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TMI BlogDefinitionsX X X X Extracts X X X X X X X X Extracts X X X X ..... xpertise and experience; (ii) who is or was not a promoter of the listed entity or its holding, subsidiary or associate company 1 [or member of the promoter group of the listed entity]; (iii) who is not related to promoters or directors in the listed entity, its holding, subsidiary or associate company; (iv) who, apart from receiving director's remuneration, has or had no material pecuniary relationship with the listed entity, its holding, subsidiary or associate company, or their promoters, or directors, during the 5 [ three ] immediately preceding financial years or during the current financial year; (v) none of whose relatives 6 [ (A) is holding securities of or interest in the listed entity, its holding, subsidiary or associate comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ] , nor whose relative(s) - (A) holds or has held the position of a key managerial personnel or is or has been an employee of the listed entity or its holding, subsidiary or associate company 8 [ or any company belonging to the promoter group of the listed entity, ] in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed; 9 [ Provided that in case of a relative, who is an employee other than key managerial personnel, the restriction under this clause shall not apply for his / her employment. ] (B) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of - (1) a fi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nce with the law under which it is established, the non-employee trustees on its board shall be treated as independent directors. ] (c) material subsidiary shall mean a subsidiary, whose income or net worth exceeds 3 [ten] percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. Explanation.- The listed entity shall formulate a policy for determining material subsidiary. 11 [ (d) senior management shall mean the officers and personnel of the listed entity who are members of its core management team, excluding the Board of Directors, and shall also comprise all the members of the management one level below the Chief Executive Officer or Managing Dire ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... /GN/2021/35 dated 03-08-2021 w.e.f. 01-01-2022 8. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/35 dated 03-08-2021 w.e.f. 01-01-2022 9. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/35 dated 03-08-2021 w.e.f. 01-01-2022 10. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 11. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/117 dated 17-01-2023 before it was read as, (d) senior management shall mean officers/personnel of the listed entity who are members of its core management team excluding board of directors and normally this shall comprise all members of management one level below the 4 [ chief executive officer/managing director/whole time director/manager (including chief executive officer/mana ..... X X X X Extracts X X X X X X X X Extracts X X X X
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