Discuss provisions of Corporate Governance under the Companies Act, 2013 and Listing Regulations related to constitution of Stakeholders Relationship Committee.

The Companies Act, 2013 envisages radical changes in the sphere of Corporate Governance in India. It is set to provide a major overhaul in Corporate Governance norms and have far-reaching implications on the manner in which corporate operates in India. Some of the Provisions of Companies Act, 2013 related to Corporate Governance are as under: Appointment and maximum tenure of Independent Directors. Appointment of Woman Director. Appointment of Whole time Key Managerial Personnel. Performance Evaluation of the Directors and Board as a whole. Enhanced disclosures and assertions in Board Report, Annual Return and Directors' Report with regard to Managerial Remuneration, risk management, internal control for financial reporting, legal compliance, Related Party Transactions, Corporate Social Responsibility, shareholding pattern, public money lying unutilised, etc. Stricter yet forward-looking procedural requirements for Secretarial compliances and ICSI Secretarial Standards made mandatory. Enhanced compliances of Related Party Transactions and introduction of concept of arm's length pricing. Enhanced restrictions on appointment of Auditors and mandatory rotation of Auditors. Separation of role of Chairperson and Chief Executive Officer. Mandatory provisions regarding vigil mechanism. Constitution of Nomination and Remuneration Committee. Constitution of CSR Committee with minimum one Independent Director and formulation of CSR policy to spend 2% of average Net Profits during the three immediately preceding financial years in pursuance of CSR policy. Secretarial Audit for the bigger companies. Stakeholder Relationship Committee as per Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: (1) The listed entity shall constitute a Stakeholders Relationship Committee to specifically look into various aspects of interest of shareholders, debenture holders and other security holders. (2) The chairperson of this committee shall be a non-executive director. (2A) At least three directors, with at least one being an independent director, shall be members of the Committee. (3) The Chairperson of the Stakeholders Relationship Committee shall be present at the annual general meetings to answer queries of the security holders. (3A) The stakeholders' relationship committee shall meet at least once in a year.