Sebi issues detailed corporate governance norms for protection of investor rights

Apr 17 2014, 22:43 IST
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Sebi norms would be effective from Oct 1 and require cos to get shareholders' approval for related party transactions. Reuters Sebi norms would be effective from Oct 1 and require cos to get shareholders' approval for related party transactions. Reuters
SummarySebi norms would requires cos to get shareholders' approval for related party transactions.

held in February.

The monitoring cell formed by the stock exchanges would monitor the compliance with the provisions of the Clause 49 on corporate governance for all listed companies.

"The cell shall ascertain the adequacy and accuracy of disclosures in the quarterly compliance reports received from the companies and shall submit a consolidated compliance report to Sebi within 60 days from the end of each quarter," the regulator noted.

Sebi asked listed companies to set up a nomination and remuneration committee which comprises of at least three directors, all of whom should be non-executive directors and at least half should be independent. It also said that chairman of the committee should be an independent director.

It further said that all fees/compensation, if any paid to non-executive directors, including independent directors, shall be fixed by the board of directors and shall require previous approval of shareholders in general meeting."

Also, Sebi said that a company's board would have an optimum combination of executive as well as non-executive directors, with at least one woman director and not less than 50 per cent of the members comprising non-executive directors.

In case the chairman of the board is a non-executive director, Sebi said that at least one-third of the board should comprise independent directors and if the company does not have a regular non-executive chairman, at least half of the board should comprise independent directors.

The new norms also restrict the total tenure of an independent director to two terms of five years. If a person has already served as an independent director for five years or more in a listed company till the date new norms come into effect, he would be eligible for appointment for one more term of five years only.

Sebi has made stricter disclosure norms and asked board members and key executives to disclose the board whether directly, indirectly or on behalf of third parties have a material interest in any transaction or matter directly affecting the company.

Also, the regulator said that board of a listed company is required to meet at least four times a year, with a maximum time gap of 120 days between any two meetings.

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