Board committees
- 1. Board committees and its roles and responsibilities Presented by Rahul S IPE
- 2. What is a committee? A board committee is a small working group identified by the board, consisting of board members, for the purpose of supporting the board’s work. Committees are generally formed to perform some expertise work. Members of the committee are expected to have expertise in the specified field.
- 3. Need for the committee A Board can set up committees with particular terms of reference when it needs assistance (for example a New project sub-committee) or when an issue requires more resources and attention They can be set up for a specific purpose or to deal with general issues such as ‘development’.
- 4. COMMITTEES MANDATORILY TO BE CONSTITUTED UNDER THE COMPANIES ACT, 2013 Audit Committee Nomination and Remuneration Committee Corporate Social Responsibility Committee Stakeholders Relationship Committee
- 5. Audit committee Applicability:Section 177 of the Act read with rule 6 of the Companies (Meetings of the Board and is Powers) Rules, 2014 the Board of directors of every listed company and the following classes of companies is required to constitute a Audit Committee of the Board I. all public companies with a paid up capital of ten crore rupees or more; II. all public companies having turnover of one hundred crore rupees or more III. all public companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding fifty crore rupees or more. The paid up share capital or turnover or outstanding loans or borrowing s or debentures or deposits, as the case may be , as existing on the date of last audited financial statements shall be taken into account for the purposes of this rule.
- 6. Composition: Minimum of three directors with independent directors forming a majority. The majority of members of Audit Committee including its Chairperson shall be persons with ability to read and understand, the financial statements All members of audit committee shall be financially literate and at least one member shall have accounting or related financial management expertise. Meetings of the committee: As per the revised listing obligations the Audit Committee should meet at least four times in a year and not more than four months shall elapse between two meetings. The quorum shall be either two members or one third of the members of the audit committee whichever is greater, but there should be a minimum of two independent members present.
- 7. Role of audit committee oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; recommendation for appointment, remuneration and terms of appointment of auditors of the company; approval of payment to statutory auditors for any other services rendered by the statutory auditors; reviewing, with the management, the quarterly financial statements before submission to the board for approval review and monitor the auditor’s independence and performance, and effectiveness of audit process; to review the functioning of the Whistle Blower mechanism discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
- 8. Powers of audit committee investigate any activity within its terms of reference; seek information from any employee; obtain outside legal or other professional advice; secure attendance of outsiders with relevant expertise, if it considers necessary. to call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company. The auditors of a company and the key managerial personnel have a right to be heard in the meetings of the Audit Committee when it considers the auditor’s report but shall not have the right to vote.
- 9. Nomination and Remuneration Committee Applicability: As per section 178 of the Act read with rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014, the Board of directors of every listed company and the following classes of companies are required to constitute a Nomination and Remuneration Committee of the Board- I. all public companies with a paid up capital of ten crore rupees or more II. all public companies having turnover of one hundred crore rupees or more III. all public companies, having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding fifty crore rupees or more
- 10. Composition The Board shall consist of three or more non-executive directors out of which not less than one-half shall be independent directors The chairperson of the company (whether executive or non-executive) may be appointed as a member of the Nomination and Remuneration Committee but he shall not chair such Committee In case of a listed company as per listing obligations, Chairman of the committee shall be an independent director.
- 11. Role of the committee formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees formulation of criteria for evaluation of Independent Directors and the Board devising a policy on Board diversity identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
- 12. CSR committee Applicability: Sec 135 (1) read with rule 3 of Companies (Corporate Social Responsibility Policy) Rules, 2014, mandates every company (which may include a holding company or a subsidiary company) having: I. net worth of rupees five hundred crore or more, or; II. turnover of rupees one thousand crore or more or; III. a net profit of rupees five crore or more Financial year has been clarified as to imply any of the three(3) preceding financial years 2% of it’s net profits should be spent on CSR activities
- 13. Composition The CSR committee shall be constituted with three or more directors, out of which at least one director shall be an independent director Relaxations: an unlisted public company or a private company covered under sub-section (1 ) of section 135 which is not required to appoint an independent director, shall have its CSR Committee without such director A private company having only two directors on its Board shall constitute its CSR Committee with two such directors Incase of a foreign company, the CSR Committee shall comprise of at least two persons of which one person should be resident of India and authorized to accept on behalf of the company, service of process and any notices or other documents and another person shall be nominated by the foreign company.
- 14. Role of CSR committee recommending the amount of expenditure to be incurred on the CSR activities monitoring the Corporate Social Responsibility Policy of the company from time to time a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the company shall indicate the activities to be undertaken by the company as specified in Schedule VII;
- 15. Stakeholders Relationship Committee Applicability: According to the section 178 subsection (5) Any company consists of more than 1000(one thousand) shareholders, deposit holders, debenture holders and other securities
- 16. Composition It shall consist of a chairperson who shall be a non-executive director and such other members as may be decided by the Board. The chairperson of the committees or, in his absence, any other member of the committee authorised by him in this behalf is required under the section to attend the general meetings of the company.
- 17. Role of the committee To consider and resolve the grievances of security holders of the company to specifically look into the redressal of grievances of shareholders, debenture holders and other security holders. The grievances of the security holders of the company may include complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends, which shall be handled by this committee. The main function of this committee is to expedite the process of share transfers.
- 18. Penal provisions as per the companies act, 2013 Incase of the company do not comply with these committees wherever is applicable shall be punishable i. The company shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees ii. every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to one year or iii. with fine which shall not be less than twenty-five thousand rupees but which may extend to one lakh rupees, or with both:
- 19. Other committees Risk management committee Board development or Governance Committee Safety, Health & Environment Committee Committee of Inquiry Finance or Budget Committees Marketing and Public Relations Committees etc.
Editor's Notes
- #8: Whistle Blower mechanism: it is an act of telling the authorities or the public that the organization you are working for is doing something immoral or illegal.
- #20: Risk management committee:the audit committee will evaluate of internal financial controls and risk management systems, the revised Clause 49 of the Listing Agreement also requires that the company through its Board of Directors shall constitute a Risk Management Committee and shall consist of members of the Board of Directors. Senior executives of the company may be members of the said committee but the chairman of the committee shall be a member of the Board of Directors.