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TMI BlogObligations with respect to independent directorsX X X X Extracts X X X X X X X X Extracts X X X X ..... director of a listed entity, shall be subject to the approval of shareholders by way of a special resolution. ] 12 [ Provided that where a special resolution for the appointment of an independent director fails to get the requisite majority of votes but the votes cast in favour of the resolution exceed the votes cast against the resolution and the votes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution, then the appointment of such an independent director shall be deemed to have been made under sub-regulation (2A): Provided further that an independent director appointed under the first proviso shall be removed only if the votes cast in favour of the resolution proposing the removal exc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shall be replaced by a new independent director by listed entity at the earliest but not later than 7 [ **** ] three months from the date of such vacancy 8 [ **** ] : Provided that where the listed entity fulfils the requirement of independent directors in its board of directors without filling the vacancy created by such resignation or removal, the requirement of replacement by a new independent director shall not apply. (7) The listed entity shall familiarise the independent directors through various programmes about the listed entity, including the following: (a) nature of the industry in which the listed entity operates; (b) business model of the listed entity; (c) roles, rights, responsibilities of independent directors; and (d) any o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y belonging to its promoter group, unless a period of one year has elapsed from the date of resignation as an independent director. ] 11 [ (12) A high value debt listed entity shall undertake Directors and Officers insurance (D and O insurance) for all its independent directors for such sum assured and for such risks as may be determined by its board of directors. ] *************** NOTES:- 1 Substituted by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, w.e.f. the date specified in the provision. Prior to the substitution, sub-regulation (1) read as follows: (1) A person shall not serve as an independent director in more than seven listed entities: Provided that any person who is serving as a whole ..... X X X X Extracts X X X X X X X X Extracts X X X X
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