29 September 2022
Is it mandatory to host the Code of Conduct of Independent Directors on the website of an unlisted company? If so, which section or provisions mandates this?
06 July 2024
For unlisted companies, hosting the Code of Conduct for Independent Directors on their website is not explicitly mandated by law. However, the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) do require listed companies to disclose their Code of Conduct for Independent Directors on their websites.
Here's a breakdown based on the relevant provisions:
1. **Companies Act, 2013**: Section 149(8) of the Companies Act, 2013 mandates that every listed company shall have at least one-third of the total number of directors as independent directors. The Act also provides guidelines on the role and responsibilities of independent directors, including adherence to a Code of Conduct.
2. **SEBI LODR Regulations**: Regulation 17(5) of the SEBI LODR Regulations requires listed entities to publish the Code of Conduct for all board members and senior management personnel on their official website.
Since these provisions specifically apply to listed companies, unlisted companies are generally not required by law to host their Code of Conduct for Independent Directors on their website. However, it is considered a good governance practice to have such codes in place and to make them available to stakeholders upon request or through other suitable means of dissemination.
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