urgent

[ankita nandan]

Hi all

In a Company there are 12 directors out of which 5 are working directors, 1 is Non- Executive and 6 are Independent Director. And one independent director is resigning. Do we required to appoint new independent director as chairman of the Board is Executive Director, Since as per clause 49 of the Listing Agreement one half of the Board should be independent directors as per listing agreement.

Regards

Ankita

[CS_SrikanthReddyKolli]

Hi

I am reproducing from SEBI(LODR) Regulations 2015: 

17. (1) The composition of board of directors of the listed entity shall be as

follows:

(a) board of directors shall have an optimum combination of executive

and non-executive directors with at least one woman director and not

less than fifty per cent. of the board of directors shall comprise of

non-executive directors;

(b) where the chairperson of the board of directors is a non-executive

director, at least one-third of the board of directors shall comprise of

independent directors and where the listed entity does not have a

regular non-executive chairperson, at least half of the board of

directors shall comprise of independent directors:

Provided that where the regular non-executive chairperson is a

promoter of the listed entity or is related to any promoter or person

occupying management positions at the level of board of director or at

one level below the board of directors, at least half of the board of

directors of the listed entity shall consist of independent directors. 

YES YOU NEED TO APPOINT ONE INDEPENDENT DIRECTOR TO ENSURE THAT AT LEAST HALF OF BOARD SHALL BE INDEPENDENT IN CASE OF EXECUTIVE CHAIRMAN