LODR – SCHEDULE II Part E

PART E: DISCRETIONARY REQUIREMENTS 
[See Regulation 27(1)]

A. The Board

A non-executive chairperson may be entitled to maintain a chairperson’s office at the listed entity’s expense and also allowed reimbursement of expenses incurred in performance of his/ duties.

 The listed entities ranked from 1001 to 2000 as per the list prepared by recognized stock exchanges in terms of sub-regulation (2) of regulation 3 shall endeavour to have atleast one woman independent director on its board of directors.

B. Shareholder Rights
A half-yearly declaration of financial performance including summary of the significant events in last six-months, may be sent to each household of shareholders.

C. Modified opinion(s) in audit report
The listed entity may move towards a regime of financial statements with unmodified audit opinion.

The listed entity may appoint separate persons to the post of the Chairperson and the Managing Director or the Chief Executive Officer, such that the Chairperson shall

(a) be a non-executive director; and

(b) not be related to the Managing Director or the Chief Executive as per the definition of the term “relative” defined under the Companies Act, 2013.

The listed entity may appoint separate persons to the post of chairperson and managing director or chief executive officer.

E. Reporting of internal auditor
The internal auditor may report directly to the audit committee.

The independent directors of top 2000 listed entities as per market capitalization shall endeavour to hold at least two meetings in a financial year, without the presence of non-independent directors and members of the management and all the independent directors shall endeavour to be present at such meetings.

Listed entities ranked from 1001 to 2000 in the list prepared by recognized stock exchanges in terms of sub-regulation (2) of regulation 3 may constitute a risk management committee with the composition, roles and responsibilities specified in regulation 21.