Various Committees under SEBI (LODR) Regulation 2015 and amendments thereof:
Audit Committee
Regulation 18 (1) Every listed entity shall constitute a Qualified and Independent Audit Committee in accordance with the terms of reference, subject to the following:
(a) The audit committee shall have minimum three Directors as members.
(b) At least two-thirds of the members of audit committee shall be Independent Directors and in case of a listed entity having outstanding SR equity shares (Equity Shares having superior voting rights), the Audit Committee shall only comprise of Independent Directors (all directors shall be Independent Directors).
(c) All members of Audit Committee shall be financially literate and at least one member shall have accounting or related financial management expertise.
(d) The Chairperson of the audit committee shall be an Independent Director and he[/she] (she word added as per amendment) shall be present at Annual general meeting to answer shareholder queries.
(e) The Company Secretary shall act as the secretary to the audit committee.
(f) The audit committee at its discretion shall invite the finance director or head of the finance function, head of internal audit and a representative of the statutory auditor and any other such executives to be present at the meetings of the committee:
Provided that occasionally the audit committee may meet without the presence of any executives of the listed entity
(2) Audit Committee Meeting:
(a) The Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings.
(b) The quorum for Audit Committee meeting shall either be two members or one third of the members of the audit committee, whichever is greater, with at least two Independent Directors.
(c) The Audit Committee shall have powers to investigate any activity within its terms of reference, seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary.
(3) The role of the audit committee shall be as specified in Part C of Schedule II.
Nomination and Remuneration Committee
Regulation 19(1) The Board of Directors shall constitute the nomination and remuneration committee as follows:
(a) the Committee shall comprise of at least three Directors ;
(b) all directors of the committee shall be Non-Executive Directors; and
(c) at least two-thirds of the directors shall be Independent Directors
(2) The Chairperson shall be an Independent Director:
Provided that the Chairperson of the listed entity, whether executive or non-executive, may be appointed as a member of the Nomination and Remuneration Committee and shall not chair
(2A) The quorum for a meeting of the nomination and remuneration committee shall be either two members or one third of the members of the committee, whichever is greater, including at least One Independent Director in attendance.
(3) The Chairperson of the nomination and remuneration committee may be present at the annual general meeting, to answer the shareholders’ queries; however, it shall be up to the chairperson to decide who shall answer the queries.
(3A) The nomination and remuneration committee shall meet at least once in a year.
(4) The role of the nomination and remuneration committee shall be as specified as in Part D of the Schedule II
Stakeholders Relationship Committee.
Regulation 20 (1) The listed entity shall constitute a Stakeholders Relationship Committee to specifically look into various aspects of interest of shareholders, debenture holders and other security holders.
(2) The Chairperson of this committee shall be a Non-Executive Director.
(2A) At least Three Directors, with at least one being an Independent Director, shall be members of the Committee and in case of a listed entity having outstanding SR equity shares, at least two thirds of the Stakeholders Relationship Committee shall comprise of Independent Directors.
(3) The Chairperson shall be present at the annual general meetings to answer queries of the security holders.
(3A) The stakeholders relationship committee shall meet at least once in a year.
(4) The role of the Stakeholders Relationship Committee shall be as specified as in Part D of the Schedule II.
Risk Management Committee.
Regulation 21 (1) The board of directors shall constitute a Risk Management Committee.
(2) The Risk Management Committee shall have minimum three members with majority of them being members of the board of directors, including at least One Independent Director and in case of a listed entity having outstanding SR equity shares, at least two thirds of the Risk Management Committee shall comprise Independent Directors.]
(3) The Chairperson of the Risk management committee shall be a member of the board of directors and senior executives of the listed entity may be members of the committee.
(3A) The risk management committee shall meet at least twice in a year.]
(3B) The quorum for a meeting of the Risk Management Committee shall be either two members or one third of the members of the committee, whichever is higher, including at least one member of the board of directors in attendance.
(3C) The meetings of the risk management committee shall be conducted in such a manner that on a continuous basis not more than one hundred and eighty days shall elapse between any two consecutive meetings.
(4) The Board of Directors shall define the role and responsibility of the Risk Management Committee and may delegate monitoring and reviewing of the risk management plan to the committee and such other functions as it may deem fit such function shall specifically cover cyber security
(5) The provisions of this regulation shall be applicable to:
i. the top 1000 listed entities, determined on the basis of market capitalization as at the end of the immediate preceding financial year; and,
ii. a ‘high value debt listed entity’(Entities that have listed non-convertible debt securities and an outstanding value of such securities are ₹500 crore and above).
In Chart Form
| Audit Committee | Nomination & Remuneration Committee | Stakeholders Relationship Committee | Risk Management |
| (1) Minimum – 3 Directors | (1) Minimum – 3 Directors | (1) Minimum – 3 Directors | (1) Minimum – 3 Members Majority of them BOD |
| (2) Min -Independent Director -2/3 | (2) Min -Independent Director -1/2 | (2) Min -Independent Director -1 | (2) Min -Independent Director -1 |
| (3) SR Equity – All Independent Director | (3) SR Equity – 2/3 Independent Director | (3) SR Equity – 2/3 Independent Director | (3) SR Equity – 2/3 Independent Director |
| (4) All Members shall be financially literate and at least one member shall be accounting and finance expert |
x x x x |
x x x x |
x x x x |
| (5)Min Meeting – 4 times in a year (Calendar Year) | (5)Min Meeting – 1 times in year | (5)Min Meeting – 1 times in a year | (5)Min Meeting – 2 times in a year |
| (6) Quorum- 2 or 1/3 higher including 2 Independent Directors | (6) Quorum- 2 or 1/3 higher including 1 Independent Directors | (6) Quorum- Board of Director shall decide | (6) Quorum- 2 or 1/3 higher including 1 Member |
| (7) Chairperson – Independent Director | (7) Chairperson – Independent Director | (7) Chairperson – Non Executive Director | (7) Chairperson – Member of BOD |
Author Bio
The content is really informative without any doubt but their has been a recent amendment in the NRC relating to the number of independent directors which was earlier 50% and now it has been increased to 2/3rd. You can incorporate this change in your article and make it amended for your readers.