Under this, two criteria can be adopted for the appointment and removal of independent directors. These are… a resolution passed by a simple majority and a majority vote of the minority shareholders.
At present, the appointment, reappointment or removal of independent directors is done through a special resolution. A special resolution requires 75 percent of votes in support from the company’s board of directors to pass.
According to a notification issued by SEBI on Tuesday, the Listing Obligation and Disclosure Requirement (LODR) rule has been amended to give effect to it.
Under the alternative arrangement, if the special resolution for the appointment of an independent director does not get the required majority, then two other criteria… resolution passed by simple majority and majority of minority shareholders… can be adopted.
If the proposal satisfies both the above criteria in a single voting process, it will be deemed that the proposal for appointment of an independent director has been approved by the shareholders.
Sebi said, “If the special resolution for the appointment of an independent director does not get the required majority, but the votes cast in favor of the resolution are more than the votes cast against it and the votes cast in favor of the public shareholders are against. more than the votes cast, it shall be deemed that the appointment of the independent director has been approved.
This criterion will also be applicable in case of removal of an independent director appointed under this alternative arrangement.
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