Mrs. R is a director of XYZ Company Limited which is a listed company. She holds membership/chairperson in following companies as per details given below : Chairperson of Audit Committee of XYZ Company Limited. Chairpers
CS Professional · Corporate Funding & Listings in Stock Exchanges · PYQS · June 2023
Mrs. R is a director of XYZ Company Limited which is a listed company. She holds membership/chairperson in following companies as per details given below : Chairperson of Audit Committee of XYZ Company Limited. Chairperson of Nomination & Remuneration Committee of XYZ Company Limited. Chairperson of Stakeholders' Relationship Committee of ABC Company Limited. Chairperson of Audit Committee of ABC Company Limited. Chairperson of Audit Committee of PQR Limited Company. Chairperson of Stakeholders' Relationship Committee of XYZ Company Limited. She is seeking appointment in RRR Company Limited as the chairperson of Nomination Committee of the board of RRR Company Limited. Check whether her appointment as the Chairperson of the Nomination Committee of the RRR limited is valid in view of the provisions of the SEBI (LODR) Regulations, 2015.
Answer & Explanation:
Regulation 26(1) of SEBI (LODR) Regulations, 2015 states that a director shall not be a member in more than ten committees or act as chairperson of more than five committees across all listed entities in which he/she is a director which shall be determined as follows: the limit of the committees on which a director may serve in all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies, 'high value debt listed entities' and companies under Section 8 of the Companies Act, 2013 shall be excluded; for the purpose of determination of limit, chairpersonship and membership of the audit committee and the Stakeholders' Relationship Committee alone shall be considered. In the given case, Mrs. R is chairperson of five committees which are relevant for the purpose of the compliance of above referred provisions. Since holding the Chairpersonship of the Nomination Committee is not considered in the limit for compliance of above referred provisions, she may accept the chairpersonship of the Nomination committee of RRR Limited.
Topics: Corporate Governance
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