Composition of Board as per Listing Agreement

The composition of the board of directors of the listed company 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 50% of the board of directors shall comprise of non-executive directors;

   (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 company does not have a regular non-executive chairperson, at least half of the board of directors shall comprise of independent directors.

If the regular non-executive chairperson is a promoter of the listed company 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 company shall consist of independent directors.

The expression “related to any promoter" shall have the following meaning:

(i) if the promoter is a listed company, 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 company, its directors, its employees or its nominees shall be deemed to be related to it.

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Procedure For Conducting Board Meetings as Per SS-1

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