SEBI Modify Format of Corporate Governance under Regulation 27(2) of SEBI (LODR) Regulations, 2015 vide SEBI Circular no. SEBI/HO/CFD/CMD1/CIR/P/2019/78 dated 16.07.2019
Circular on
Modification of circular dated September 24, 2015 on ‘Format for compliance
report on Corporate Governance to be submitted to Stock Exchange (s) by Listed
Entities’
·
Background:
Regulation 27(2)
of SEBI (LODR)
Regulations, 2015 (“Listing
Regulations”), specifies that a listed entity
shall submit a quarterly compliance
report on corporate governance
in the format specified
by the Board
from time to
time to recognized Stock
Exchange(s) within 15 days from close of each quarter.
SEBI Vide
Circular No. CIR/CFD/CMD/5/2015
dated September 24,
2015, SEBI had specified the
format for compliance
report on Corporate
Governance by listed entities.
·
Applicability:
The Circular
shall come into force with effect from the quarter ended 30.09.2019.
Following
are changes made in Corporate Governance (Reg. 27 of SEBI (LODR) Regulations
2015:
1) Under Annexure 1 : Composition
of Board of Directors:
New Columns added seeking details
of :
a) PAN &
DIN is added.
b)Initial
Date of Appointment
c)Date of
Re- Appointment
d) No. of
Independent Directorship in listed entities including this listed entity[in
reference to proviso to regulation 17A(1)]
Affirmations required:
Whether
Regular chairperson appointed?
Whether
Chairperson is related to managing
director or CEO?
Notes:
$PAN of any director would not be displayed
on the website of Stock Exchange
&Category of directors means
executive/non-executive/independent/Nominee. if a director fits into more than
one category write all categories separating them with hyphen
* tobe filled only for Independent Director.
Tenure would mean total period from which Independent director is serving on
Board of directors of the listed entity in continuity without any cooling off
period.
2) Under Annexure II : Composition of Committees:
New Columns added seeking details of:
a) Whether Regular
chairperson appointed
3) Under Annexure III : Meeting of Board of Directors
New Columns added seeking details of :
a) Whether
requirement of Quorum met*
b) Number of
Directors present*
c) Number of
independent directors present*
Notes: * to be filled
in only for the current quarter meetings
3) Under Annexure IV. Meetings of Committees:
New Columns added seeking details of :
a) Number of
Directors present*
b) Number of
independent directors present*
Notes:
* This information has to be mandatorily be given for audit committee,
for rest of the committees giving this information is optional
Complete Circular
can be accessed with the following details:
1) Format to be
submitted by the listed entity at the end of the financial year (for the whole of the financial year- Disclosure on the website in
terms of Listing Regulations)
2. Annual
Affirmations
3. Format to be
submitted by the listed entity at the end of 6 months after the end of the financial year along-with the second quarter's report of next
financial year
Source
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