Section 19 in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
19. Nomination and remuneration committee.
(1)The board of directors shall constitute the nomination and remuneration committee as follows:(a)the committee shall comprise of atleast three directors ;(b)all directors of the committee shall be non-executive directors; and(c)at least fifty percent of the directors shall be independent directors [and in case of a listed entity having outstanding SR equity shares, two thirds of the nomination and remuneration committee shall comprise of independent directors] [Inserted by Notification No. SEBI/LAD-NRO/GN/2019/28, dated 29.7.2019 (w.e.f. 2.9.2015).].(2)The Chairperson of the nomination and remuneration committee 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 such Committee.(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, [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] [Inserted by Notification No. SEBI/LAD-NRO/GN/2018/10, dated 9.5.2018 (w.e.f. 2.9.2015).] 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.] [Inserted by Notification No. SEBI/LAD-NRO/GN/2018/10, dated 9.5.2018 (w.e.f. 2.9.2015).](4)The role of the nomination and remuneration committee shall be as specified as in Part D of the Schedule II.
