BCD Ltd. a Listed Company falling under the top 500 listed companies list, currently has 8 directors which includes women Managing Director, 3 non-executive, non- independent woman directors and 4 independent directors,

CS Professional · Corporate Funding & Listings in Stock Exchanges · PYQS · June 2024
BCD Ltd. a Listed Company falling under the top 500 listed companies list, currently has 8 directors which includes women Managing Director, 3 non-executive, non- independent woman directors and 4 independent directors, (all males) and one of the independent directors is a Chairperson of the company. The second 5-year tenure of the current Chairman is expiring in the next annual general meeting (AGM) which is due in the next 6 months. The management is planning to appoint one of the non-executives, non-independent woman Director as the Chairperson. The management has the following queries and seeks your advice ? Is the company mandatorily required to appoint a new independent women director in order to fill the vacancy arising due to the expiration of the first term of the independent director?

Answer & Explanation:

Answer 5(a) As per the requirements of Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of directors shall have an optimum combination of executive and non-executive directors with at least one-woman director and not less than 50% of the Board of directors shall comprise of non-executive directors; The Board of directors of the top 500 listed entities shall have at least one independent woman director by April 1, 2019 and the Board of directors of the top 1000 listed entities shall have at least one independent woman director. In current situation, Company will be obligated to appoint a woman independent director, as it is listed among the top 500 entities.

Topics: Corporate Governance

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