COMMITTEES OF BOARD

(PART-
2)
UPASANA RANI
18018
M.COM(2)
NON MANDATORY
COMMITEES
• A company may have as many non monetary companies as it
would require for efficient oversight of the company.
•  Committees are generally formed to perform some expertise
work. Members of the committee are expected to have
expertise in the specified field.
• Committees are usually formed as a means of improving board
effectiveness and efficiency, in areas where more focused,
specialized and technical discussions are required.
REMUNERATION COMMITEE
• Remuneration committee is constitued by company to
determine the remuneration packages of executive directors
CEO’s
• A board committee whose delegated responsibilities may
include setting the policy for the remuneration of the
executive management.
Nomination commitee
• A nomination committee refers to a group of board members
who are responsible for the corporate governance of an
organization.
• Nominating committee members typically work to evaluate
the characteristics and performance of board members and
are responsible for selecting the best candidates for each seat
on the board.
FORMATION OF COMMITEE
• Executive remuneration and incentive policies.
• Remuneration packages of senior management.
• Incentives scheme.
• Superannuation arrangements.
STAKEHOLDER RELATION COMMITEE
OBJECTIVES
FORMATION
CORPORATE GOVERNANCE
COMMITTEE
• The composition of board.
• Appointment of new directors.
• Review of strategic human resource decisions.
• Succession planning for the chairman and other key board and
executive positions.
• Performance evaluation of the board.
CORPORATE SOCIAL
RESPONSIBILITY
Corporate social responsibility, also known as CSR, is the
concept that a business has a responsibility to do good. CSR
means that a company should self-regulate its actions and be
socially accountable to its customers, stakeholders, and the
world at large.
CORPORATE COMPLIANCE COMMITEE
• MANDATORY FOR ALL PUBLIC LIMITED COMPANIES HAVING A
PAID CAPITAL OF ₹5 CRORE OR MORE.
• To review company effort to implement legal obligations.
• Code of conduct and other relevant laws.
• Risk assessment plan.
• To discuss compliance issues with the chief executive officer. 
• Co ordinate with other committees.
• Training initiatives an various topics.
• Complaints received from internal and external resources.
RISK MANAGEMENT COMMITTEE:
• Applicability:
Top 1000 listed entities, determined on the basis of market capitalization, as at
the end of the immediate previous financial year shall constitute Risk
Management committee.

• Constitution and Manner of Conduct of Committee Meetings as prescribed

under SEBI (LODR) Regulations:
•
a. Committee shall have minimum three members with majority of them being
members of the board of directors including atleast one independent director.
•
b. Chairperson of the Risk management committee shall be a member of the
board of directors and senior executives of the listed entity may be members
of the committee.
RISK MANAGEMENT COMMITEE
c. The risk management committee shall meet at
least twice in a year.

d. The quorum for a meeting of the Risk

Management Committee shall be either two
members or one third of the members of the
committee, whichever is higher, including at least
one member of the board of directors in attendance.

e. The gap between two meetings shall not be more

than one hundred and eighty days.
ROLES AND RESPONSIBILITIES
CONCLUSION
• The adoption of the non-mandatory measures can be said to
be a very positive sign; very often new legislation, new codes
of conduct for organizations or new policies are often met
with resistance and organizations express a feeling of ‘having
thrust upon’.The companies are looking forward to more
active participation and contribution of the large number of
shareholders.