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appointment of an employee as a director

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CS Ankur Srivastava (Company Secretary & Compliance Officer)   (17848 Points)
Replied 18 November 2010

Originally posted by : Ankur Garg


DISAGREE...It is for whole time director and not for Non Executive Director...

NED means a director not drawing salary as a director. A person drawing salary in his professional capacity as an employee may be designated as NED as long as he is not drawing salary as director.


Well this is my personal opinion.
 

Well Ankur Ji….

 I do not agree with the above Bold part…..

 

The person, who is in employment of the Company, can not be a Non Executive Director. He is the Executive of the Company and the Designation shows Non Executive!! How can it be possible….

 

Let us see following definition:-

 

A non-executive director (NED) or outside director is a member of the board of directors of a company who does not form part of the executive management team. He or she is not an employee of the company or affiliated with it in any other way. They are differentiated from inside directors, who are members of the board who are also serving as executive managers of the company (most often as corporate officers).

 

If the person is an employee of the company he may be appointed as Executive Director i.e. the Whole time Director of the Company. If he is to be appointed as NED he has to leave the job, he can not continue as employee being Non Executive.

 

I am not saying about remuneration because it is not the issue. He may be Executive or Non Executive and may get remuneration as a fee, section 314 would be complied with nothing else.




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