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Remuneration Committee

Rashmi (Company Secretary) (49 Points)

16 February 2011

As per Schedule XIII, Remuneration Committee of Listed Company shall consist of 3 Non Executive Indpendent Directors. Can Company (going to be listed) compose Remuneration Committee with 2 Non Executive Indpendent Directors and 1 Non Executive Non Indpendent Director?.

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Jaideep (Service) (1368 Points)
Replied 16 February 2011

Hi Rashmi,

Schedule XIII, specifically provides for the Remuneration committee consisting of non-executive director, also Companies Act is silent on the defination of Independent director. Requirement of Independent DIrector is provided in listing agreement for constituting Board and commitee provided therein. Also, as per listing agreement constitution of Remuneration commitee is not mandatory. Constitution and Meeting of R committee will come into picture when managerial remuneration is required to be approved from the R Committee as prescribed in the Act.

Over all, Remuneration committee shoud consist of 3 non executive directors, irrespective of independent or not. In your case company can very form such commitee.

Thanks & Regards

Jaideep Pandya