SEBI (LODR) Regulations, 2015 as amended imposes an obligation on every listed company to constitute Nomination & Remuneration Committee and Risk Management Committee. Briefly explain the constitution and role of the

Nomination and remuneration committee [Regulation 19 of SEBI (LODR) Regulations, 2015] The Nomination and Remuneration committee shall comprise of at least three directors; All directors of the committee shall be non-executive directors; At least fifty percent of the directors shall be independent directors and in case of a listed entity having outstanding SR equity shares, two thirds of the nomination and remuneration committee shall comprise of independent directors; The Chairperson shall be an independent director; The quorum for a meeting of the nomination and remuneration committee shall be either two members or one third of the members of the committee, whichever is greater, including at least one independent director in attendance; Nomination and Remuneration Committee plays a key role in formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees. Risk Management Committee [Regulation 21 of SEBI (LODR) Regulations, 2015] Applicable to top 500 listed entities determined on the basis of market capitalization, as at the end of the immediate previous financial year; The majority of members shall consist of members of the Board of directors. However, in case of a listed entity having outstanding SR equity shares, at least two thirds of the Risk Management Committee shall comprise of independent directors; The Chairperson of the Risk management committee shall be a member of the Board of directors and senior executives of the listed entity may be members of the committee; The committee shall meet at least once in a year; The Board of directors shall define the role and responsibility of the Risk Management Committee and may delegate monitoring and reviewing of the risk management plan to the committee and such other functions as it may deem fit (such function shall specifically cover cyber security).