Can the Executive Chairperson be a member of the Nomination and Remuneration Committee (NRC) - A vexed Question



Quick Summary
The Companies Act, 2013, requires certain public companies to form a Nomination and Remuneration Committee (NRC) composed of non-executive directors. While a proviso in Section 178(1) suggests an executive chairperson might be a member, legal interpretation indicates this proviso is likely surplusage and doesn't override the main enactment. Allowing an executive chairperson could also conflict with corporate governance principles.

Under Section 178(1) of the Companies Act, 2013 (hereinafter The Act) Listed and other unlisted public companies which fall within the ambit of Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 are required to constitute the NRC of the Board. Rule 6 does not lay down the crit
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