A certain company has Nomination and Remuneration Committee consisting 4 member Directors including ...........

Companies Act-Phase (I & II) Board-powersandMeetings

A certain company has Nomination and Remuneration Committee consisting 4 member Directors including the Chairperson of Company. Of which 3 are non-executive and 2 amongst them are Independent Directors. Chairperson of Company (only executive member) is elected as the Chair of the NRC. Is the constitution proper?

No, as the no of Executive directors is insufficient

No, as the number of Independent Directors is insufficient

No, as the Chairperson of Company can’t be Chair of NRC

Yes, the constitution is in line with Companies Act.

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Explanation:

Composition of Nomination and Remuneration Committee
1. Three or more non-executive directors out of which not less than one half shall be independent directors.
2. The Chairperson of the Company may be appointed as a member of the committee, but shall not chair such committee.