Difference between Executive, Non-Executive and Nominee Directors
Executive: full-time involvement in operations. Non-executive: oversight only. Nominee: appointed by lender/investor under contract; subject to special restrictions.
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Corporate Governance
Learn what makes organisations accountable and resilient. Board governance, committees, independent directors, ESG principles, related-party transactions, ethics, and governance best practices.
13 questions2 Fresher7 Intermediate4 Senior
Role of the Company Secretary as a Key Managerial Personnel (KMP)
CS ensures board procedures, compliance with laws, secretarial standards, advises board on governance and acts as principal officer for ROC and SEBI filings.
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What is the role of an Independent Director under the Companies Act, 2013?
Independent directors safeguard minority interests, bring objective judgment to board decisions, head key committees and review board performance.
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Corporate Social Responsibility (CSR) — applicability and compliance
Applicable where net worth ≥ ₹500 cr, turnover ≥ ₹1000 cr or net profit ≥ ₹5 cr. Spend 2% of average net profit on Schedule VII activities.
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Whistle-blower mechanism / Vigil Mechanism — Section 177(9)
Mandatory for listed companies, those accepting deposits, and those with bank borrowings > ₹50 cr. Direct access to Chairman of Audit Committee for complainants.
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Board committees mandated under LODR — composition and purpose
Audit, Nomination & Remuneration, Stakeholders Relationship, Risk Management and CSR are the five mandatory committees for listed entities.
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Audit Committee composition and powers under LODR Regulation 18
Min 3 directors; 2/3 independent; chairperson independent; financially literate; reviews FS, related-party transactions, internal audit, whistleblower mechanism.
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Risk Management Committee — composition and key roles under LODR Reg. 21
Mandatory for top 1000 listed entities. Min 3 members with majority directors; at least 1 independent; oversees risk policy, ERM framework and cybersecurity.
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Related Party Transactions under Section 188 — approval thresholds
Board approval for all RPTs; ordinary resolution where transactions exceed prescribed thresholds; arm's-length and ordinary course transactions exempt from §188.
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Business Responsibility and Sustainability Report (BRSR) — overview
Mandatory ESG report for top 1000 listed companies by market cap from FY 22-23. Covers nine NGRBC principles with quantitative and qualitative disclosures.
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What is insider trading under SEBI (PIT) Regulations, 2015?
Trading by insiders on the basis of unpublished price-sensitive information (UPSI) is prohibited. Insiders include connected persons and those in possession of UPSI.
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Independent Director appointment process under listed-entity framework
NRC recommends → Board approves → Shareholders pass Special Resolution; ID must be on IDDB, pass online proficiency test and meet independence criteria.
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Stewardship Codes for institutional investors
Issued by SEBI, IRDAI and PFRDA, stewardship codes require institutional investors to actively engage with investee companies on governance and voting.
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