What are the disclosures applicable for Change in Directors, Key Managerial Personnel of Director in a Listed Entity?

TO STOCK EXCHANGES UNDER LODR

IN AGM NOTICE- LODR

• reason for change viz. appointment, re-appointment, resignation, removal, death or otherwise;

• date of appointment/re-appointment/cessation (as applicable) & term of appointment/re-appointment;

• brief profile (in case of appointment);

• Disclosure of relationships between directors (in case of appointment of a director).

• Affirmation at the time of appointment of director that the Director being appointed is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

• Change in Management XBRL format.

• a brief resume of the director;

• nature of expertise in specific functional areas;

• disclosure of relationships between directors inter-se;

• names  of  listed  entities  in  which  the  person  also  holds  the  directorship  and  the membership of Committees of the board [along with listed entities from which the person has resigned in the past three years];and

• shareholding   of   non-executive   directors [in   the   listed   entity,   including shareholding as a beneficial owner]

• In case of independent directors, the skills and capabilities required for the role and the manner in which the proposed person meets such requirements.

IN AGM NOTICE - SECRETARIAL STANDARDS

IN AGM NOTICE – IN CASE OF RESOLUTION UNDER SCHEDULE V  PART II

• In all cases relating to the appointment or re-appointment and/or fixation of remuneration of Directors including Managing Director or Executive Director or Whole - time Director or of Manager or variation of the terms of remuneration, details of each such Director or Manager, including age, qualifications, experience, terms and conditions of appointment or re-appointment along with details of remuneration sought to be paid and the remuneration last drawn by such person, if applicable, date of first appointment on the Board, shareholding in the company, relationship with other Directors, Manager and other Key Managerial Personnel of the company, the number of Meetings of the Board attended during the year and other Directorships, Membership/ Chairmanship of Committees of other Boards shall be given in the explanatory statement.

• In case of appointment of Independent Directors, the justification for choosing the appointees for appointment as Independent Directors shall be disclosed and in case of re-appointment of Independent Directors, performance evaluation report of such Director or summary thereof shall be included in the explanatory statement.

General information:

(1) Nature of industry

(2) Date or expected date of commencement of commercial production

(3) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus

(4) Financial performance based on given indicators

(5) Foreign investments or collaborations, if any.

II. Information about the appointee:

(1) Background details

(2) Past remuneration

(3) Recognition or awards

(4) Job profile and his suitability

(5) Remuneration proposed

(6) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin)

(7) Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel 15[or other director], if any.

 III. Other information:

(1) Reasons of loss or inadequate profits

(2) Steps taken or proposed to be taken for improvement

(3) Expected increase in productivity and profits in measurable terms

IV. Disclosures

The following disclosures shall be mentioned in the Board of Director’s report under the heading “Corporate Governance”, if any, attached to the Financial statement:

(i) all elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors;

(ii) details of fixed component. and performance linked incentives along with the performance criteria;

(iii) service contracts, notice period, severance fees; and

(iv) stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.

Explanation: For the purposes of Section II of this part, “Statutory Structure” means any entity which is entitled to hold shares in any company formed wider any statute.