(1)
The composition of board of directors of the listed entity shall be as follows:
(1A)
No listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.
(1B)
With effect from April 1, [2022] [Substituted '2020' by Notification No. SEBI/LAD-NRO/GN/2020-02, dated 10.1.2020 (w.e.f. 2.9.2015).], the top 500 listed entities shall ensure that the Chairperson of the board of such listed entity shall -
(2)
The board of directors shall meet at least four times a year, with a maximum time gap of one hundred and twenty days between any two meetings.
(2A)
[ The quorum for every meeting of the board of directors of the top 1000 listed entities with effect from April 1, 2019 and of the top 2000 listed entities with effect from April 1, 2020 shall be one-third of its total strength or three directors, whichever is higher, including at least one independent director;
Explanation I. - For removal of doubts, it is clarified that the participation of the directors by video conferencing or by other audio-visual means shall also be counted for the purposes of such quorum.
Explanation II. - The top 1000 and 2000 entities shall be determined on the basis of market capitalisation, as at the end of the immediate previous financial year.] [Inserted by Notification No. SEBI/LAD-NRO/GN/2018/10, dated 9.5.2018 (w.e.f. 2.9.2015).]
(3)
The board of directors shall periodically review compliance reports pertaining to all laws applicable to the listed entity, prepared by the listed entity as well as steps taken by the listed entity to rectify instances of non-compliances.
(4)
The board of directors of the listed entity shall satisfy itself that plans are in place for orderly succession for appointment to the board of directors and senior management.
(5)
(6)
(7)
The minimum information to be placed before the board of directors is specified in Part A of Schedule II.
(8)
The chief executive officer and the chief financial officer shall provide the compliance certificate to the board of directors as specified in Part B of Schedule II.
(9)
(10)
[ The evaluation of independent directors shall be done by the entire board of directors which
shall include -
(11)
[ The statement to be annexed to the notice as referred to in sub-section (1) of section 102 of the Companies Act, 2013 for each item of special business to be transacted at a general meeting shall also set forth clearly the recommendation of the board to the shareholders on each of the specific items.] [Inserted by Notification No. SEBI/LAD-NRO/GN/2018/10, dated 9.5.2018 (w.e.f. 2.9.2015).]