AGENDA ITEMS OF BOARD MEETING
FOR LISTED COMPANIES
- Conduct
three meetings i.e. Board, Audit Committee and Shareholders and investors
grievance committee Meetings, or others committee if any.
- To take
note on Disclosure of Interest by All the directors including Nominee and
Independent and separate declaration of independence from Independent Directors.
(as per NCA, 2013)
- Confirmation
of Minutes of Last Board and Committee Meetings.
- Review
and Consideration of Audited Financial Statements for the year ended on
31.03.2014. (i.e. Notice, Director Report, Corp Gov Report, MD analysis,
Financial Statements i.e. B/S, P/L, Cash Flow, Notes etc.)
- Re-appointment
of Statutory Auditor for FY 2014-15.
- Re-appointment
of Cost Auditor for FY 2014-15.
- Appointment
of Internal Auditor in the Board Meeting. (as per new Companies Act, the
appointment of Internal Auditor is required to be made in the Board
Meeting only, earlier it can be done through normal offer of engagement
letter.
- Appointment
of Secretarial Auditor for FY 2014-15. (as per Section 204 of NCA, 2013)
- To
discuss on the matter of appointment of women director in the Board. (However,
01 year transition period as per NCA and six months periods i.e. 30.09.2014
as per Listing Agreement has provided but recommendatory to take note of
the same in the upcoming board meeting and do needful in this regards)
- Review and
to take note of Internal Auditor Reports of previous quarter. (applicable
only in case the company has internal audit mechanism)
- Prior
approval of Audit Committee and Board for Internal Related Parties’ Transaction.
(Prior approval of shareholders also required for some cases, therefore
careful discussion should be held before entering into any related parties
transaction.)
- Appointment
of Chief Financial Officer. (As per section 203 of NCA, 2013)
- Constitution
of CS Committee. (Section 135)
- Constitution
of Stake holder’s relationship Committee. (Section 178)
- Every listed company and the other companies
as prescribed shall establish a
vigil mechanism for their directors and employees to report their genuine
concerns or grievances. (Section 177)
- As per
schedule IV of NCA, 2014 Code for Independent Directors, some guidelines
have prescribed and as per VII the independent directors shall hold at
least one meeting in a year without the attendance of any non-independent
directors it mean separate meeting of independent directors only.
- Prepared
Code of Conduct for Board and senior members, if not prepared yet.
- To
discuss and consider provisions regard Closing of Trading Window and do
accordingly. (Refer BSE circular dated 03.02.2014.
- To
ensure that the Board have atleast one resident director.
- To
discuss about the uniform financial year and do needful as per provisions
of the NCA, 2013.
- To discuss on the directorship of the Directors which he holds in other companies (not more than 20 Companies out of which not more than 10 can be public).
