Nikhil Ltd., a listed company is confused about the composition of Board of directors, seeks your advice regarding the composition of Board of directors as per clause 49(II)(A) of the Listing Agreement. As a Company Secr

CS Executive · Capital Markets & Securities Laws · PYQS · December 2015
Nikhil Ltd., a listed company is confused about the composition of Board of directors, seeks your advice regarding the composition of Board of directors as per clause 49(II)(A) of the Listing Agreement. As a Company Secretary of Nikhil Ltd., offer your suggestions by highlighting the clause.

Answer & Explanation:

As per clause 49 (II) (A) of the listing agreement, the following should be the composition of Nikhil Ltd.: The Board of Directors of the company shall have an optimum combination of executive and non-executive directors with at least one woman director and not less than fifty percent of the Board of Directors comprising non-executive directors. Where the Chairman of the Board is a non-executive director, at least one-third of the Board should comprise independent directors and in case the company does not have a regular non-executive Chairman, at least half of the Board should comprise independent directors. Provided that where the regular non-executive Chairman is a promoter of the company or is related to any promoter or person occupying management positions at the Board level or at one level below the Board, at least one-half of the Board of the company shall consist of independent directors.

Topics: Corporate Governance

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