1.

Minimum Strength of BoD
[Reg. 17(1)(c)]

6

2.

Woman Director

[Reg. 17(1)(a)]

• At least 1
• At least 1 woman ID:

3.

NED [Reg. 17(1)(a), 17(1A)]

• NOT < 50% of BoD
• If aged ≥ 75 years ⟶ Appointment/continuance as NED with a special resolution with justification in explanatory statement

4.

ID [Reg. 17(1)(b)]

“related to any promoter”

• if the promoter is a listed entity ⟶ its directors (other than IDs), employees or nominees
• if the promoter is an unlisted entity ⟶ its directors, employees or nominees

5.

ED (implied)

≤ 50% of BoD

6.

Chairperson
[Reg. 17(1B)]

Of top 500 listed entities with identifiable promoters ⟶ NED; not related to MD/CEO (relative as defined under Co Act 2013 effective April 1, 2022

7.

BM [Reg. 17(2)]

{Please also refer Special measures incl. Key CoVID 19 effects}

• At least 4 times a year
• Maximum gap between any 2 meetings ⟶120 days

8.

Quorum
[Reg. 17(2A)]

⅓ total strength or 3 directors, whichever is higher, incl. at least 1 ID

9.

Responsibilities of BoD
[Reg. 17(3) to (10)]

• periodically review compliance reports & steps taken to rectify non-compliances
• satisfy that succession plan for appointment to BoD and senior management are in place
• lay down code of conduct for all members of BoD and senior management inter alia incorporating duties of IDs under Co Act 2013
• recommend fees or compensation to NED incl. ID and seek approval in GM
  • Members’ approval to specify maximum no. of stock options that may be granted in FY and in aggregate
  • IDs not entitled to stock options
• Specified minimum information to be placed before BoD
• Compliance certificate by CEO & CFO
• lay down procedures to inform directors about risk assessment and minimization procedures
• responsible for framing, implementing and monitoring t⅓x2153;e risk management plan
• performance evaluation of IDs

10.

Managerial remuneration
[Reg. 17(6)]

• BoD to recommend all fees or compensation, if any, paid to NEDs, incl. IDs
• ID not entitled to any stock option
• special resolution shall be obtained every year ⟶ annual remuneration payable to a single NED > 50% of the total annual remuneration payable to NEDs
• Approval by special resolution for fees/compensation payable to ED who are promoters/member of promoter group
  • if annual remuneration payable to an ED > ₹ 5 crore or 2.5 % of net profits of the listed entity, whichever is higher;
  • where there is > 1 such director, the aggregate annual remuneration to such directors > 5 % of the net profits of the listed entity

Such approval valid only till the expiry of the term of such director

11.

Evaluation if ID [Reg. 17(10)]

• evaluation of IDs ⟶ by entire BoD
• Broad parameter
  • performance of the directors; and
  • fulfillment of the independence criteria and their independence from the management
• director subject to evaluation not to participate

12.

Special business at GM
[Reg. 17(11)]

• Explanatory statement u/s. 102 (1) of the Co Act 2013 to set forth clearly the recommendation of BoD to SH on each item of special business to be transacted at GM

13.

Maximum no. of Directorships
[Reg. 17A]

• 8 listed entities – effective April 1, 2019
  • 7 listed entities – effective April 1, 2020
• ID⟶ 7 listed entities
  • If WTD/MD of a listed entity ⟶ can serve as ID of only 3 listed entities

listed entities ~ whose equity shares are listed on a stock exchange

14.

Applicability during the insolvency resolution process [Reg.15(2A)]

• Provisions of Reg. 17, 17A as mentioned above not applicable to a listed entity undergoing corporate insolvency resolution process under the Insolvency Code during the insolvency resolution process period
  • role and responsibilities of BoD specified under Reg. 17 shall be fulfilled by the interim resolution professional/resolution professional in accordance with S. 17 and 23 of IBC

15.

AGM [Reg. 44(5)]

{Please also refer Special measures incl. Key CoVID 19 effects}

• ³⁵top 100 listed entities
• hold AGM within 5 months from the close of FY
• provide one-way live webcast of the proceedings of AGM