15. Board Constitution and its Powers:
Board composition;
Restriction and Powers of Board;
Board Committees – Audit Committee, Nomination and Remuneration Committee, Stakeholder relationship Committee and other Committees.
16. Directors:
DIN requirement, Types of Directors;
Appointment / Reappointment, Disqualifications, Vacation of Office, Retirement,
Resignation and Removal, and Duties of Directors;
Rights of Directors;
Loans to Directors;
Disclosure of Interest.
17. Key Managerial Personnel (KMP’s) and their Remuneration:
Appointment of Key Managerial Personnel;
Managing and Whole-Time Directors, Manager, Chief Executive Officer and Chief Financial Officer;
Company Secretary – Appointment, Role and Responsibilities, Company Secretary as a Key Managerial Personnel;
Functions of Company Secretary;
Officer who is in default;
Remuneration of Managerial Personnel.
18. Meetings of Board and its Committees:
Frequency, Convening and Proceedings of Board and Committee meetings;
Agenda Management;
Management Information System;
Meeting Management; Resolution by Circulation;
Types of Resolutions;
Secretarial Standard – 1;
Duties of Company Secretaries before, during and after Board/ Committee Meeting.
19. General Meetings:
Annual General Meeting;
Extraordinary general Meetings;
Other General Meetings;
Types of Resolutions;
Notice, Quorum, Poll, Chairman, Proxy;
Meeting and Agenda; Process of conducting meeting;
Voting and its types-vote on show of hands, Poll, E-Voting, Postal ballot;
Circulation of Members’ Resolutions etc.;
Signing and Inspection of Minutes;
Secretarial Standard – 2;
Duties of Company Secretaries before, during and after General Meeting.
20. Virtual Meetings:
Technological Advancement in conduct of Board Committee & General Meetings;
e-AGM.
Case Laws, Case Studies and Practical Aspects.
