Question: GreenBrix Ltd . , a listed company, has constituted the following statutory committees: Audit Committee Nomination & Remuneration Committee Stakeholders Relationship Committee The Nomination and
GreenBrix Ltd a listed company, has constituted the following statutory committees:
Audit Committee
Nomination & Remuneration Committee
Stakeholders Relationship Committee
The Nomination and Remuneration Committee recommended a drastic increase in executive pay, including a hike for the CEO, which was approved by the Board without consulting shareholders. The Audit Committee failed to meet in one quarter, and the minutes were backdated and signed after a complaint from SEBI.
Meanwhile, the Stakeholders Committee failed to address hundreds of investor grievances, and a class action suit was filed against the company. One independent director resigned citing ethical issues and manipulation of committee minutes, but the resignation was not disclosed to stock exchanges within the required timeframe.
Tasks:
a Discuss the statutory role and composition of each of the three committees mentioned above. Was GreenBrix Ltd compliant?
b Analyze the consequences of backdating minutes and the impact of nondisclosure of the directors resignation.
c Examine the fiduciary and statutory duties of independent directors. Can the resigning director be held liable even after resignation?
d Was shareholder approval necessary for the CEO's pay hike? Support your answer with relevant provisions.
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