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TMI BlogModification of circular dated September 24, 2015 on ‘Format for compliance report on Corporate Governance to be submitted to Stock Exchange (s) by Listed Entities’X X X X Extracts X X X X X X X X Extracts X X X X ..... dations. Most amendments necessary to implement these recommendations have been made in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 vide notification dated May 9, 2018. Some of these amendments necessitate changes to the format of the quarterly compliance report. 4. The formats for Compliance Report on Corporate Governance as per Annexure I, II and III to this circular are being prescribed:- Annex - I - on quarterly basis; Annex - II - at the end of a financial year (for the whole of financial year); Annex - III - within six months from end of a financial year. This may be submitted along with the second quarter's report. 5. Accordingly, the Circular No. CIR/CFD/CMD/ 5 /2015 dated September 24, 2015 shall stand modified only to the extent to the format for compliance report on Corporate Governance. The format specified in the Annexure to this circular shall replace the format specified in the Annexure to the circular dated September 24, 2015. 6. In view of the revised timelines under the amended regulations, the circular shall come into force with effect from the quarter ended September 30, 2019. 7. The Stock Exchanges are advised to brin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er Regular chairperson appointed Name of Committee members Category (Chairperson/ Executive/ Non- Executive/ independent/Nominee) $ Date of Appointment Date of Cessation 1. Audit Committee 2. Nomination & Remuneration Committee 3. Risk Management Committee(if applicable) 4. Stakeholders Relationship Committee' &Category of directors means executive/non-executive/independent/Nominee. if a director fits into more than one category write all categories separating them with hyphen III. Meeting of Board of Directors Date(s) of Meeting (if any) in the previous quarter Date(s) of Meeting (if any) in the relevant quarter Whether requirement of Quorum met* Number of Directors present* Number of independent directors present* Maximum gap between any two consecutive (in number of days) Yes / No * to be filled in only for the current quarter meetings IV. Meetings of Committees Date(s) of meeting of the committee in the relevant quarter Whether requirement of Quorum met (details)* Number of Directors present* Number of independent directors present* Date(s) of meeting of the committee in the previ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... be given by Listed entity and instead a statement "same as previous quarter" may be given. ANNEX II Format to be submitted by listed entity at the end of the financial year (for the whole of financial year) I. Disclosure on website in terms of Listing Regulations Item Compliance status (Yes/No/NA) refer note below If Yes provide link to website. If No / NA provide reasons As per regulation 46(2) of the LODR: a) Details of business b) Terms and conditions of appointment of independent directors c) Composition of various committees of board of directors d) Code of conduct of board of directors and senior management personnel e) Details of establishment of vigil mechanism/ Whistle Blower policy f) Criteria of making payments to non-executive directors g) Policy on dealing with related party transactions h) Policy for determining 'material' subsidiaries i) Details of familiarization programmes imparted to independent directors j) Email address for grievance redressal and other relevant details k) Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n 23(1),(1A),(5),(6),(7) & (8) Prior or Omnibus approval of Audit Committee for all related party transactions 23(2), (3) Approval for material related party transactions 23(4) Disclosure of related party transactions on consolidated basis 23(9) Composition of Board of Directors of unlisted material Subsidiary 24(1) Other Corporate Governance requirements with respect to subsidiary of listed entity 24(2),(3),(4),(5) & (6) Annual Secretarial Compliance Report 24(A) Alternate Director to Independent Director 25(1) Maximum Tenure 25(2) Meeting of independent directors 25(3) & (4) Familiarization of independent directors 25(7) Declaration from Independent Director 25(8) & (9) Directors and Officers insurance 25(10) Memberships in Committees 26(1) Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel 26(3) Disclosure of Shareholding by Non- Executive Directors 26(4) Policy with respect to Obligations of directors and senior management 26(2) & 26(5) Note * In the column "Compliance Status", compliance or non-compliance may ..... X X X X Extracts X X X X X X X X Extracts X X X X
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