Explain the composition of a Nomination and Remuneration Committee constituted by the Board of Directors of a listed company.

As stated under the provisions of Section 178 of Companies Act, 2013, the Board of Directors of every listed company and such other class or classes of companies, as may be prescribed shall constitute the Nomination and Remuneration Committee consisting of three or more non-executive directors out of which not less than one-half shall be independent directors. The chairperson of the company (whether executive or non-executive) may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee. Rule 6 of the Companies (Meeting of Board and its Powers) Rules, 2014 provides that the Board of directors of every listed company and a company covered under Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 shall constitute a Nomination and Remuneration Committee of the Board. The Composition of a Nomination and Remuneration Committee of every listed Company as stated under Regulation 19 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, shall be as follows:- There must be at least three directors. All the directors of the committee shall be non-executive directors and At least half of the directors shall be independent directors of the company.