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Corporate Governance in listed Companies – Clause 49 of the Listing Agreement

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..... ve Director/Administrator of all the Stock Exchanges Dear Sir/Madam, Sub: Corporate Governance in listed Companies - Clause 49 of the Listing Agreement I. SEBI, vide circular SEBI/CFD/DIL/CG/1/2004/12/10 dated October 29, 2004, issued the revised clause 49 of the listing agreement, which has come into effect from January 1, 2006. SEBI had received requests/suggestions to bring about clari .....

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..... f independent directors in its Board, i.e., one-third or one-half as the case may be, even without filling the vacancy created by such resignation/removal. 4. The minimum age for independent directors shall be 21 years. Non-mandatory provisions: The company shall ensure that the person who is being appointed as an independent director has the requisite qualifications and experience which wou .....

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..... III. This circular is issued in exercise of powers conferred by sub-section (1) of Section 11, read with sub-section (2) of Section 11A, of the Securities and Exchange Board of India Act, 1992, to protect the interests of investors in securities and to promote the development of, and to regulate the securities market. IV. This circular is available on the SEBI website at www.sebi.gov.in. You .....

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..... l be inserted, namely:- "(iv) An independent director who resigns or is removed from the Board of the Company shall be replaced by a new independent director within a period of not more than 180 days from the day of such resignation or removal, as the case may be: Provided that where the company fulfils the requirement of independent directors in its Board even without filling the vacancy .....

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..... d reimbursement of expenses incurred in performance of his duties. Independent Directors may have a tenure not exceeding, in the aggregate, a period of nine years, on the Board of a company. The company may ensure that the person who is being appointed as an independent director has the requisite qualifications and experience which would be of use to the company and which, in the opinion of the co .....

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