Securities And Exchange Board Of India - Subsection
Section 17(1) in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(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 percent of the board of directors shall comprise of non-executive directors;[Provided that the Board of directors of the top 500 listed entities shall have at least one independent woman director by April 1, 2019 and the Board of directors of the top 1000 listed entities shall have at least one independent woman director by April 1, 2020;Explanation. - The top 500 and 1000 entities shall be determined on the basis of market capitalisation, as at the end of the immediate previous financial year.] [Inserted by Notification No. SEBI/LAD-NRO/GN/2018/10, dated 9.5.2018 (w.e.f. 2.9.2015).](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.Explanation. - For the purpose of this clause, the expression "related to any promoter" shall have the following meaning:(i)if the promoter is a listed entity, its directors other than the independent directors, its employees or its nominees shall be deemed to be related to it;(ii)if the promoter is an unlisted entity, its directors, its employees or its nominees shall be deemed to be related to it.(c)[ The board of directors of the top 1000 listed entities (with effect from April 1, 2019) and the top 2000 listed entities (with effect from April 1, 2020) shall comprise of not less than six directors. [Inserted by Notification No. SEBI/LAD-NRO/GN/2018/10, dated 9.5.2018 (w.e.f. 2.9.2015).]Explanation. - The top 1000 and 2000 entities shall be determined on the basis of market capitalisation as at the end of the immediate previous financial year.(d)[ where the listed company has outstanding SR equity shares, atleast half of the board of directors shall comprise of independent directors.]
