Hi,
In case of a public company there are 3 kinds of committees namely Remuneration committee, audit committee and selection committee.
My query is: how many meetings as per LAW should be held during a year for these 3 committees? AOA is silent about number of meetings of these committees.
Is section 285 for holding minimum 4 board meetings is applicable on committee meetings also or we can hold less than 4 meetings of these committees during the year.
Thanks.
sivaram
(Asst Mgr-Taxation)
(6918 Points)
Replied 06 January 2012
Ms Neha since I am also eager to receive the answer for the question i posted the same on Mr Ankurgargs Wall on Face Book if he replies i will paste the answer here
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 06 January 2012
Hello,
Law is completely silent regarding number of meetings. So if there is no business no need to hold any meeting for Remuneration committee and selection committee.
However Audit Committee is concerned with finance function of the company which is continuing one and regularized by section 292A. So I would advise you to hold minimum 2 meetings per year though law is equally silent for Audit committee.
However if there is any change in composition of committees above then it is advisable to hold the meeting of respective committee and take note of the change in composition.
Section 285 has nothing to do in respect of committee meetings.
My personal practice
We used to have at least one meeting of Remuneration committee and selection committee for formal discussion regarding current remuneration structure of the managerial personnels and discuss changes introduced by law during the year.
Last FY we had 4 quarterly Audit committee meetings to discuss and finalize quarter results for our unlisted Public and Private companies. Well this is my personal opinion and practice.
Best Regards
Pankaj Arora
(Learner)
(3134 Points)
Replied 06 January 2012
Sorry but I don’t have that type of knowledge like you as CS but I want to know how to decide remuneration of selection committee?
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 07 January 2012
Dear Neha,
Law is silent in this regard.
In case of listed Companies, it is specifically mentioned that at least 4 Audit Committee Meetings should be conducted in a year.
However in case of other committees, nothing is specified.
You may hold Audit Committee, Remunetaion Committee and other Committee meetings as per need basis... whenever related matter arises Committee Meeting may be done.......
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 07 January 2012
Ya it works good in chrome as well... I am using Mozilla... Internet explorer is slower.....
CS Sandip Rahane
(CS & Legal )
(368 Points)
Replied 18 January 2012
Audit Committee Meetings:
As per Clause 49 - 4 meetings in a year of Audit Committee
Other Companies - 2 meetings in a year - half yearly
Remuneration Committee :
Only at the time of appt. of Managerial person OR revision of salary etc.
sruti gupta
(Management Trainee)
(103 Points)
Replied 24 May 2012
Who can be the member of the Committee of the Board ? Can a person who is not a member of the Board be appointed as a committee member
sruti gupta
(Management Trainee)
(103 Points)
Replied 24 May 2012
Dear Neha
Thanks for your response but can you help me out stating the relevant provisions or sections in this behalf to constitute a Review Committee of Board
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 25 May 2012
| Originally posted by : Neha Jain | ||
 |
Yes, a person who is not a member of the Board can be appointed as a committee member in addition to the minimum no of directors required under relevant provision of statute. |
 |
This is wrong understanding Neha. Kindly update...
All the members of a committee "of board" should be members of board of directors (Form 32 wala).
Regards
sruti gupta
(Management Trainee)
(103 Points)
Replied 25 May 2012
Dear Ankur Sir
Kindly elucidate you point as a person who is not a Director in the Company can he be appointed as a member of any committee of the Board such as review committee ??
CAclubindia
