The document discusses various provisions related to corporate governance obligations for listed entities under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It defines key terms and outlines requirements regarding the board of directors, audit committee, nomination and remuneration committee, and other board committees. The document specifies minimum board composition, number of meetings, and responsibilities of directors and committees. It also discusses compliance requirements, maximum number of directorships, and other corporate governance norms to be followed by listed entities.

1. CS Meenakshi Jayaraman
SEBI (LODR) Regulations,2015
Obligations on listing of specified securities – Part-1

2. 2
Credits and Acknowledgments
Sundarrajan S
&
Iswariya BS

3. 3
Legends used in the Presentation
AGM Annual General Meeting KMP Key managerial Personnel
BOD Board of Directors MD Managing Director
CEO Chief Executive Officer NED Non-executive Director
CFO Chief Financial Officer NRC Nomination and Remuneration Committee
CIRP Corporate Insolvency Resolution Process Reg. Regulation
CS Company Secretary RMC Risk Management Committee
ED Executive Director SE Stock Exchange
FY Financial Year SME Small and Medium Enterprises
GM General Meeting SR Special Voting Rights
IBC Insolvency and Bankruptcy Code SRC Stakeholders Relationship Committee
ID Independent Director WD Women Director
IRP/RP Insolvency Resolution Professional / Resolution Professional w.e.f. with effect from
ITP Institutional Trading Platform WTD Whole Time Director

4. 4
Presentation Schema
Applicability Definitions Board of Directors
Provisions under
Schedule II
Maximum number
of directorships
Audit Committee
Nomination
Remuneration
Committee
Stakeholders
Relationship
Committee
Risk Management
Committee

5. Chapter IV
Obligations of Listed Entity which has
listed its specified securities
5

6. Regulation 15- Applicability
6
Regulation 15(1)
Regulation 15(2)
The provisions of this chapter shall apply to a listed entity
which has listed its specified securities on a recognised
SE(s) either on the main board or SME exchange or ITP
a)whose paid up equity share capital<₹10 crores and net worth <₹25 crores as on the
last day of the previous financial year; or
b) whose specified securities are listed on the SME exchange
The compliance with corporate governance provisions as specified in Regulations 17 to 27
and 46(2)(b) to 46(2)(i) and paras C, D and E of Schedule V shall not apply to listed entities,

7. 7
Contd.
Compliance certificate from
either auditor or Practicing
CS on compliance with
Corporate Governance
Declaration signed by
CEO on compliance with
code of conduct
Corporate
Governance
Report
Regulation 15(2) – Contd.
When the listed entity crosses the threshold mentioned in Reg. 15(2)(a), then such entity shall comply
with the corporate governance provisions within 6 months from the date of crossing the threshold
For other listed entities which are not companies, but body corporate or are subject to regulations
under other statues, the corporate governance provisions shall apply to the extent that it does not
violate their respective statutes and guidelines or directives issued by the relevant authorities
Paras C, D and E of Schedule V deal with the following provisions with respect to corporate governance
Provisions of Companies Act, 2013 shall apply, wherever applicable, irrespective of Reg. 15(2)
Regulation 15(3)

8. Contd.
8
Regulation 15(2A)
Provisions specified in Reg. 17 shall not be applicable to the listed entity which is undergoing
CIRP during insolvency resolution process period,
but, the role and responsibilities of the board of directors as specified in Reg. 17 has to be
fulfilled by the IRP/RP as per sections 17 and 23 of IBC

9. Contd.
9
Regulation 15(2B)
Provisions specified in Reg(s). 18, 19, 20 and 21 shall not be applicable to the listed entity which
is undergoing CIRP during insolvency resolution process period,
but, the roles and responsibilities of the committees as specified in respective Regulations has
to be fulfilled by the IRP/RP

10. Regulation 16 - Definitions
10
• It shall have the same meaning as defined in SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011
Control
• It means officers/personnel of the listed entity who are members of its core
management team excluding board of directors
• It comprises of all members of management one level below the
CEO/MD/WTD/Manager and shall specifically include CS and CFO
Senior
management
• It means a subsidiary, whose income/net worth exceeds 10% of the
consolidated income/net worth respectively of the listed entity and its
subsidiaries in the immediately preceding FY
Material
subsidiary

11. Contd.
11
Independent Director means a NED, other than a nominee director of a listed entity who satisfies the following conditions:
1. who, in the opinion of the board of directors, is a person of integrity and possesses relevant expertise and
experience
2. who is or was not a promoter of the listed entity or its holding, subsidiary or associate company or member of
the promoter group of the listed entity
3. who is not related to promoters or directors in the listed entity, its holding, subsidiary or associate company
4. who, apart from receiving director's remuneration, has or had no material pecuniary relationship with the
listed entity, its holding, subsidiary or associate company, or their promoters, or directors, during the 2
immediately preceding FYs or during the current FY
5. none of whose relatives has or had pecuniary relationship or transaction with the listed entity, its holding,
subsidiary or associate company, or their promoters, or directors, amounting to 2% or more of its gross turnover
or total income or Rs. 50 lakhs or such higher amount as may be prescribed from time to time, whichever is
lower, during the 2 immediately preceding FYs or during the current FY
6. who is not a non-independent director of another company on the board of which any non-independent
director of the listed entity is an independent director

12. Contd.
12
(A) holds or has held the position of a key managerial personnel or is or has been an employee of the listed entity or its holding,
subsidiary or associate company in any of the 3 FYs immediately preceding the FY in which he is proposed to be appointed
(B) is or has been an employee or proprietor or a partner, in any of the 3 FYs immediately preceding the FY in which he is
proposed to be appointed, of —
(1) a firm of auditors or company secretaries in practice or cost auditors of the listed entity or its
holding, subsidiary or associate company; or
(2) any legal or a consulting firm that has or had any transaction with the listed entity, its holding,
subsidiary or associate company amounting to 10% or more of the gross turnover of such firm
(C) holds together with his relatives 2% or more of the total voting power of the listed entity; or
(D) is a chief executive or director, by whatever name called, of any non-profit organisation that receives 25% or more of its
receipts or corpus from the listed entity, any of its promoters, directors or its holding, subsidiary or associate company or that
holds 2% or more of the total voting power of the listed entity
(E) is a material supplier, service provider or customer or a lessor or lessee of the listed entity
8. who, neither himself, nor whose relative(s) –
7. who is not less than 21 years of age

13. Regulation 17- Board of Directors
13
Regulation 17(1)
At least half of
BOD shall
comprise of ID if a
listed company
has outstanding
SR equity shares
 If the chairperson
of BOD is a NED,
at least 1/3rd of
BOD shall be ID*
 If the chairperson
of BOD is not a
NED, at least half
of BOD shall be ID
The BOD of top
1000 listed
entities (w.e.f.
01/04/2019) and
top 2000 listed
entities (w.e.f.
01/04/2020) shall
comprise of at
least 6 directors
 BOD shall have at least
1 WD and >50% shall
comprise of NED
 There shall be 1
independent WD in
top 500 listed entities
by 01/04/2019 and in
top 1000 listed entities
by 01/04/2020
* If NED chairperson is a promoter of the listed entity or is related to any promoter or person
occupying management positions at the level of BOD or at one level below the BOD, then, at least
half of the BOD shall consist of ID
For the purposes of Reg. 17, wherever applicable, the top 500/1000/2000 entities shall be
determined on the basis of market capitalisation, as at the end of the immediate previous FY

14. Contd.
14
A person who has attained
the age of 75 years shall not
be appointed or continue as
a NED in any listed entity,
unless a special resolution is
passed to that effect along
with adequate justification
in the explanatory
statement
The top 500 listed entities
shall, w.e.f. 01/04/2022,
ensure that the Chairperson
of the BOD shall
a) be a non-executive
director; and
b) not be *related* to
the MD/CEO
Regulation 17(1A)
* Relative shall mean such person as defined u/s 2(77) of the Companies Act, 2013
Regulation 17(1B)
Reg. 17(1B) shall not be applicable to the listed entities which do not have any
identifiable promoters as per the shareholding pattern filed with SEs

15. Contd.
15
Regulation 17(2) & (2A)
The BOD shall meet at least 4 times a year, with a maximum time gap of 120 days between
2 meetings
The quorum of every meeting of BOD of top 1000 listed entities (w.e.f. 01/04/2019) and
top 2000 listed entities (w.e.f. 01/04/2020) shall be ⅓ of total strength or 3 directors
whichever is higher, including at least 1 ID
- directors participation through video conferencing or other audio-visual
means shall be counted for the purpose of the quorum

16. Contd.
16
Regulation
17(4)
The BOD shall verify whether the plans for orderly succession for
appointment of the BOD and senior management are in place or not
Regulation
17(3)
The BOD shall periodically review the compliance reports prepared by the
listed entity as per the applicable laws
Regulation
17(5)
a) The code of conduct for all the members of BOD and senior management of
a listed entity has to be laid down by the BOD
b) The code of conduct shall include the duties of ID as said under Companies
Act,2013

17. 17
a. All fees or
compensation,
if any paid to
NED, including
ID shall be
recommended
by BOD and
approved by
shareholders
in the GM
Contd.
Regulation 17(6)
b. Shareholders
approval in GM
is not required
for payment of
sitting fees
within the limits
prescribed
under the Act
without the
approval of CG
to NED
Independent
Director is
not entitled
to any stock
option
Fees or
compensation
payable to ED
who are
promoters or
members of
promoter
group, shall be
approved by
passing a
special
resolution
The approval of
shareholders in (a)
shall specify the
maximum no. of stock
options to be granted
to NED
If annual remuneration
payable to a NED is
>50% of remuneration
payable to all NED,
special resolution has
to be passed every year

18. Contd.
18
Requirement of special resolution for fees or compensation payable to ED
who are promoters or members of promoter group shall arise if-
(i)the annual remuneration payable
to such ED exceeds ₹5 crore or
2.5% of the net profits of the listed
entity, whichever is higher; or
(ii)where there is more than 1 such
ED, the aggregate annual
remuneration to such directors
exceeds 5% of the net profits of the
listed entity
Validity of shareholders approval - till the expiry of the term of such director
Net profits shall be calculated as per section 198 of the Companies Act, 2013

19. 19
Contd.
As specified in Part A of Schedule
II minimum information has to be
placed before the BOD
Regulation 17(7) to (11)
As per Part B of Schedule II the CEO
and the CFO shall provide the
compliance certificate to BOD
The listed entity shall lay down
the procedures on risk assessment
and minimization for informing
the same to BOD
Evaluation of ID
shall include-
Explanatory statement to the notice should set forth
clearly the recommendation of the board to the
shareholders on each of the specific items stated above
BOD shall be responsible for
framing, implementing and
monitoring of risk management
a) performance of directors and
b) fulfillment of independence criteria

20. 20
Schedule II- Corporate Governance
Annual
operating
plan and
budgets
Significant
labour
problems
with solutions
Information
on
recruitment
and
remuneration
Capital
budgets and
any updates
Substantial
payment
towards IPR,
goodwill or
brand equity
Details of JV
or
collaboratio
n agreement
Sale of
investments,
subsidiaries,
assets which are
material in nature
Minutes of
meetings of
committees
Any liability
claims of
substantial
nature
Any non-
compliance
Notices
which are
materially
important
Any material
default in
financial
obligation
Any serious
problems
like
accidents
Quarterly
results of
Forex
exposures
Quarterly
results
Part A- Minimum information to be placed before Board of Directors – Reg. 17(7)

21. 21
Contd. Part B- Compliance Certificate – Reg. 17(8)
A
C
a. Accepting responsibility for establishing and maintaining internal controls for
financial reporting and evaluating the effectiveness of internal control systems
b. Disclosure of deficiencies in the design or operation of such internal controls and
steps taken or proposed to be taken to rectify these deficiencies
B No transaction entered by the listed entity are fraudulent, illegal or violative of listed
entity’s code of conduct
Review of the Financial statements and Cash Flow Statements such that
-it shall not contain any materially untrue statement or omission or misleading
statements
-it shall present a true and fair view of the affairs of the business and comply with
accounting standards and applicable laws and regulations
CEO and CFO shall provide compliance certificate with respect to the following

22. 22
D
-significant changes in internal control over financial reporting during the year
-significant changes in accounting policies and disclosure of the same in the
notes to the financial statements
-instances of significant fraud and involvement therein, if any, of the
management or an employee having a significant role in the listed entity’s
internal control system
Contd.
Indicated to the auditors and the Audit committee with respect to the following

23. 23
Contd.
Regulation 17A- Maximum number of directorships
The directors of listed entities including the alternate director shall comply with the following
conditions with respect to the maximum number of directorships that can be held by them at
any point of time-
A person shall not be a director in > 8 listed entities (w.e.f. 01/04/2019) and >7
listed entities (w.e.f. 01/04/2020) and a person shall not serve as an ID in > 7
listed entities
Notwithstanding anything stated above, any person who is serving as a
WTD/MD in any listed entity shall serve as an ID in not more than 3 listed
entities

24. 24
Regulation 18(1)
It shall have minimum 3 directors as members
2/3rd of the committee shall be IDs;
All the committee members shall be IDs if there is outstanding SR equity shares
All members of the committee shall be financially literate and 1 has to be
expertise in accounting or related financial management
Chairperson of the committee shall be an ID and has to be present at AGM
CS of the company shall act as a secretary of the committee
The committee shall at its discretion invite any executive for attending the meetings of
the committee. But, occasionally the committee may meet without such executives
Regulation 18- Audit Committee
Every listed entity shall constitute a qualified and independent audit committee,
subject to the following

25. Contd.
25
Regulation 18(2)
Audit committee
shall meet at least
4 times in a year
with not more
than 120 days gap
between 2
meetings
Quorum of the
meeting shall be 2
members or 1/3rd
of members of
committee
whichever is higher,
with at least 2 IDsCommittee has power to
investigate, seek information from
employee, obtain
legal/professional advice and
secure attendance of outsiders, if
necessary
Part C of Schedule II specifies the role of audit committee and the information to be reviewed by them
Regulation 18(3)

26. 26
Schedule II – Part-C
Role of Audit committee and review of information by audit committee
overseeing the
financial
reporting
process
statement of
uses /
application of
funds raised
through issue
look into the
reasons for
substantial
defaults in
payments
Recommending
appointment
and
remuneration
of auditors
scrutiny of inter
corporate loans
& investments
valuation of
undertakings
review the
functioning of
whistle blower
mechanism
approval of
payment to
statutory
auditors
evaluation of
internal
financial
control & risk
management
approval of
appointment of
CFO
reviewing the
annual /
quarterly
financial
statements
reviewing the
adequacy of
internal control
systems
reviewing
utilization of
loans/advance/
investments by
holding in
subsidiary
reviewing
auditor’s
independence
and
performance
reviewing the
adequacy of
internal audit
reviewing
findings of
internal
investigations
by internal
auditors
approval /
subsequent
modification of
related party
transactions
discussions
with internal
and statutory
auditors
any other
function as
mentioned in
terms of
Committee
Some of the roles of Audit committee include the following:

27. Contd.
27
The audit committee shall mandatorily review the following information:
management discussion and analysis of financial condition and results of operations
statement of significant related party transactions
management letters/ letters of internal control weaknesses issued by
statutory auditors
internal audit reports relating to internal control weakness
appointment, removal and terms of remuneration of the chief internal auditor
quarterly statement of deviation(s) and annual statement of funds utilized for
purposes other than those stated in the offer document/prospectus/notice

28. Regulation 19-Nomination & Remuneration Committee
28
a)committee shall comprise of
minimum 3 directors
b)all directors shall be NED
c)50% shall be ID (in case of listed
entity having outstanding SR equity
shares, then 2/3rd shall be ID)
Part D of Schedule II specifies the role
of NRC
The chairperson of NRC may be
present at the AGM to answer
shareholders’ queries; however it
shall be up to chairperson to decide
who shall answer the queries
NRC shall meet at least once in a
year
The chairperson of NRC shall be an ID,
and the chairperson of the listed
entity shall not be the chairperson of
this committee but may be a member
Quorum - 2 members or 1/3rd of the
members of the committee,
whichever is higher but at least 1 ID

29. Schedule II – Part-D
29
Role of Nomination and Remuneration Committee
-formulating the criteria for determining qualification and independence of a director and
recommend to BOD, remuneration of directors, KMP and other employees
-formulation of criteria for evaluation of performance of ID and BOD
-devising a policy on diversity of BOD
-formulating the criteria for determining qualifications to become director and
appointment in senior management and recommend their appointment/removal to BOD
-whether to extend or continue term of appointment of ID on the basis of the report of
performance evaluation of IDs
-recommend to board, all remunerations, in whatever form, payable to senior
management

30. Regulation 20- Stakeholders Relationship Committee
30
To look into the various aspects of interests of shareholders, debenture holders
and other security holders a SRC has to be constituted by the listed entity
Part D of Schedule II specifies the role of SRC
SRC Chairperson shall be
present at AGM to
answer security holders
queries
SRC shall meet at least
once in a year
Chairperson of the
committee shall be a NED
Composition - 3 directors
with 1 ID (2/3rd shall be ID
in case of outstanding SR
equity shares)

31. 31
Role of Stakeholders Relationship Committee
Resolving the
grievances of the
security holders
Review of
adherence to
the service
standards
Review of
measures taken
for effective
exercise of
voting rights
Review of measures
taken by the listed
entity for timely receipt
of dividend, reports, etc.
Schedule II – Part-D

32. 32
Majority of RMC
shall consists of
members of BOD
and at least 2/3rd
shall be ID in case
of outstanding SR
equity shares
The BOD of listed
entity shall constitute
a RMC
Chairperson of RMC shall
be a member of BOD
and they shall meet at
least once in a year
The BOD shall define
the roles and
responsibility of RMC
which specifically must
include cyber security
This regulation shall be
applicable to top 500
listed entities*
Regulation 21 - Risk Management Committee
* Determined on the basis of market capitalisation, as at the end of the immediate previous FY

33. 33
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