Composition of Board of Directors of Listed Company in India

Composition of the Board of Directors of the Listed Company as per LODR Regulations 2015

As per Sub Regulation (1) of the Regulation 17 of the SEBI (Listing Obligations and Disclosures Requirements) 2015

(a) the Board of Director of the listed entity shall have optimum combination of executive and Non executive Director with at least one woman director and not less than 50% of the Board of Directors shall comprise of non executive directors Provided that top 1000 listed entity shall have at least one independent woman director

1. Example

Listed Company must have minimum Directors

√ 3 Executive Director

√ 3 Non Executive Director including one woman Director

(b)  If the Chairperson of the Board of Directors is a non-executive director, then at least one-third of the board of directors shall constitute of independent directors and if the listed entity has an executive chairperson, then at least half of the board of directors shall comprise of independent directors.

Provided that where Non-Executive chairperson is a Promoter of the listed entity or is related to any Promoter or person occupying management position at the level of the board of director or one level below the board of directors, at least half of the board of directors of the listed entity shall consist of Independent Director

2. Example

i. Non Executive chairperson = 1/3 Independent Director

ii. Executive Chairperson = 1/2 Independent Director

iii. Non Executive Chairperson is a promoter of the listed entity or is related to any promoter or person occupying management position at the level of the board of director or one level below the board of directors =1/2 Independent Director