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TMI BlogBoard of Directors.X X X X Extracts X X X X X X X X Extracts X X X X ..... y or is related to any promoter or person occupying management positions at the level of board of director or at one level below the board of directors, at least half of the board of directors of the listed entity shall consist of independent directors. Explanation.- For the purpose of this clause, the expression related to any promoter shall have the following meaning: (i) if the promoter is a listed entity, its directors other than the independent directors, its employees or its nominees shall be deemed to be related to it; (ii) if the promoter is an unlisted entity, its directors, its employees or its nominees shall be deemed to be related to it. 2 [(c) The board of directors of the 23 [ **** ] top 2000 listed entities 24 [ **** ] shall comprise of not less than six directors. 25 [ **** ] ] 10 [ (d) where the listed company has outstanding SR equity shares, atleast half of the board of directors shall comprise of independent directors. ] 3 [(1A) No listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect, in which case the explana ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... provided for by the provisions of these regulations or the Companies Act, 2013 and has been complied with: Provided further that the requirement specified in this regulation shall not be applicable to the director appointed pursuant to the order of a Court or a Tribunal or to a nominee director of the Government on the board of a listed entity, other than a public sector company, or to a nominee director of a financial sector regulator on the board of a listed entity: Provided further that the requirement specified in this regulation shall not be applicable to a director nominated by a financial institution registered with or regulated by the Reserve Bank of India under a lending arrangement in its normal course of business or nominated by a Debenture Trustee registered with the Board under a subscription agreement for the debentures issued by the listed entity. (1E) Any vacancy in the office of a director shall be filled by the listed entity at the earliest and in any case not later than three months from the date such vacancy: Provided that if the listed entity becomes non-compliant with the requirement under sub-regulation (1) of this regulation, due to expiration of the term o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e obtained every year, in which the annual remuneration payable to a single non-executive director exceeds fifty per cent of the total annual remuneration payable to all non-executive directors, giving details of the remuneration thereof.] (d) Independent directors shall not be entitled to any stock option. 7 [(e) The fees or compensation payable to executive directors who are promoters or members of the promoter group, shall be subject to the approval of the shareholders by special resolution in general meeting, if- (i) the annual remuneration payable to such executive director exceeds rupees 5 crore or 2.5 per cent of the net profits of the listed entity, whichever is higher; or (ii) where there is more than one such director, the aggregate annual remuneration to such directors exceeds 5 per cent of the net profits of the listed entity: Provided that the approval of the shareholders under this provision shall be valid only till the expiry of the term of such director. Explanation: For the purposes of this clause, net profits shall be calculated as per section 198 of the Companies Act, 2013.] (7) The minimum information to be placed before the board of directors is specified in Pa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... NRO/GN/2020-02 dated 10-01-2020 before it was read as 2020 12. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/35 dated 03-08-2021 w.e.f. 01-01-2022 13. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/66 dated 24-01-2022 14. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/66 dated 24-01-2022 15. Omitted vide F. No. SEBI/ LAD-NRO/GN/2022/76 dated 22-03-2022 before it was read as, 4 [(1B). With effect from April 1, 11 [ 2022 ] , the top 500 listed entities shall ensure that the Chairperson of the board of such listed entity shall - (a) be a non-executive director; (b) not be related to the Managing Director or the Chief Executive Officer as per the definition of the term relative defined under the Companies Act, 2013: Provided that this sub-regulation shall not be applicable to the listed entities which do not have any identifiable promoters as per the shareholding pattern filed with stock exchanges. Explanation - The top 500 entities shall be determined on the basis of market capitalisation, as at the end of the immediate previous financial year.] 16. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/117 dated 17-01-2023 17. Inserted vide Notification No. SEBI/LAD-NRO/ ..... X X X X Extracts X X X X X X X X Extracts X X X X
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