Risk management committee

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Querist : Anonymous

Querist : Anonymous (Querist)

05 February 2015 I need to ask whether the Risk Management Committee in listed co. be constituted by passing resolution in Audit Committee Meeting or directly by passing Board Resolution???

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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05 February 2015 The company through its Board of Directors shall constitute a Risk Management Committee. The Board shall define the roles and responsibilities of the Risk Management Committee and may delegate monitoring and reviewing of the risk management plan to the committee and such other functions as it may
deem fit.

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Querist : Anonymous

Querist : Anonymous (Querist)

06 February 2015 Can you please send me the format of Board Resolution for the same?

Aashok Kumar Sharma

Aashok Kumar Sharma (Expert)
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22 July 2025 Here’s a clear answer plus a sample Board Resolution format for constituting a Risk Management Committee in a listed company.

Can Risk Management Committee be constituted via Audit Committee resolution?
No.

As per SEBI Listing Regulations and Companies Act, 2013, the Board of Directors is responsible for constituting the Risk Management Committee.

The Audit Committee may assist or recommend, but the final constitution must be by Board Resolution.

Role of the Board:
The Board passes a resolution to constitute the Risk Management Committee.

It defines the committee’s composition, roles, and responsibilities.

The Board may delegate risk monitoring and review functions to this Committee.

Sample Board Resolution to Constitute Risk Management Committee
BOARD RESOLUTION
[Company Name]
Date: [Date of Meeting]
Venue: [Location]

“RESOLVED THAT pursuant to the provisions of Section 134(3)(n), 177(4) of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, if any, the Board of Directors hereby constitutes a Risk Management Committee of the Company.

RESOLVED FURTHER THAT the composition of the Risk Management Committee shall be as follows:

[Name], Chairman (Independent Director / Executive Director)

[Name], Member (Independent Director / Executive Director)

[Name], Member (Key Managerial Personnel)

RESOLVED FURTHER THAT the roles and responsibilities of the Risk Management Committee shall include but not be limited to:

Framing, implementing and monitoring the Risk Management Policy of the Company;

Reviewing the risk management plan periodically;

Identifying and evaluating risks;

Ensuring proper risk mitigation strategies;

Reporting to the Board on risk assessment and minimization procedures.

RESOLVED FURTHER THAT [Name], [Designation], is authorized to do all acts, deeds and things as may be necessary to give effect to this resolution.”

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