9911796707
TMI BlogBoard of DirectorsX X X X Extracts X X X X X X X X Extracts X X X X ..... dependent directors and where the listed entity does not have a regular non-executive chairperson, at least half of the board of directors shall comprise of independent directors: Provided that where the non-executive chairperson is a promoter of the listed entity 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ment of such a person earlier rejected by the shareholders shall contain a detailed explanation and justification by the nomination and remuneration committee (if constituted) and the board of directors for recommending such a person for appointment or re-appointment. (4) The continuation of a director serving on the board of directors of a listed entity shall be subject to the approval of the shareholders in a general meeting at least once in every five years from the date of their appointment or reappointment, as the case may be: Provided that the continuation of the director serving on the board of directors of a HVDLE as on March 31, 2025, without the approval of the shareholders for the last five years or more shall be subject to the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ncy 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 of such vacancy: Provided that if the HVDLE becomes non-compliant with the requirement under sub-regulation (1) of this regulation, due to expiration of the term of office of any director, the resulting vacancy shall be filled by the listed entity not later than the date of such office is vacated: Provided further that this sub-regulation shall not apply if the HVDLE fulfils the requirement under sub-regulation (1) of this regulation without filling the vacancy. (6) The board of directors shall meet at least four times a year, with a maximum time gap of one hundred and twenty days between any two ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (c) The approval of shareholders mentioned in clause (a) of this sub-regulation, shall specify the limits for the maximum number of stock options that may be granted to non-executive directors, in any financial year and in aggregate. (d) The approval of shareholders by special resolution shall be 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. (e) Independent directors shall not be entitled to any stock option. (12) The fees or compensation payable to executive directors who are promoters or members of the promoter group, shall be subject to the app ..... X X X X Extracts X X X X X X X X Extracts X X X X
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