Panel has recommended major overhaul of corporate governance norms for listed firms.
Separation of the Roles
Roles of chair and managing director at listed firms should be separated and chair should be limited to only non-executive directors.
Listed firms with more than 40% public shareholding should have separate roles of chairperson and MD⟋CEO from April 1,2020.
After 2020, SEBI may extend requirement to all listed entities from 2022.
Minimum Board Strength
Be increased to 6 members with at least one woman as independent director.
At least five board meeting for listed firms should be held a year up from current four meetings.
Firms board once a year should discuss succession planning and risk management.
Independent Directors
At least half of board should be independent directors at listed companies
All directors must attend at least half of board meets.
Public shareholders nod mandatory for appointing non-executive directors over 75 years of age.
Shareholder Meetings and Cash Flow Statements
Top 100 firms by market capitalization should be required to webcast shareholder meeting
All listed firms should produce cash flow statement every six months
Mandatory to disclose quarterly consolidated earnings by listed firms
Credit Ratings
Updated credit ratings for the listed entity must be made available centrally- helping investors and stakeholders.
Minimum Remuneration
Independent directors must get minimum remuneration of ₹ 5 lakh per annum and sitting fee of ₹ 20,000 - 50,000 for each board meet.
Mandatory for firms to seek public shareholders approval for providing annual remuneration of executive directors from promoter family for amounts above ₹ 5 crore or 2.5% of firm՚s net profit.
If more than one family director condition for approval applies for aggregate annual remuneration exceeding 5% of the net profit.
Approval of shareholders required every year in which annual remuneration payable to single non-executive director exceeds 50% of total annual remuneration payable to all non-executive directors.
Risk Management and IT Committee
Top-500 listed companies required to have risk management committee of boards for cyber security.
Listed entities must constitute an information technology committee to focus on digital and technological aspects.