Reg 19 nomination and remuneration committee cadence
At least one nomination and remuneration committee meeting a financial year.
At least 1 a financial year
- SEBI
- SEBI events and governance
- Not specified
- 2026-09-01
One meeting a financial year at minimum, under Reg 19(3A). LODR sets no maximum gap for this committee. The word financial was inserted with effect from 13 December 2024.
Deadlines counted from an event
The nomination and remuneration committee must meet at least once in a financial year, under Reg 19(3A). The word financial was inserted with effect from 13 December 2024. LODR fixes no maximum gap between two meetings of this committee.
The rule
The nomination and remuneration committee must meet at least once in a financial year, under Reg 19(3A). The word financial was inserted with effect from 13 December 2024. LODR fixes no maximum gap between two meetings of this committee.
Who must comply
- Every entity with specified securities listed on a recognised stock exchange
- The nomination and remuneration committee constituted under Reg 19(1)
- Reg 15(2) exempts an entity with paid-up equity share capital of ₹10 crore or less and net worth of ₹25 crore or less, and an entity listed on the SME Exchange, from Reg 17 to Reg 27.
Statutory basis
Before you file
- Fix at least one committee meeting date in the financial year.
- Prepare the agenda covering director and senior management appointments and remuneration.
- Prepare the board evaluation criteria the committee has to formulate.
How to file
- Hold at least one nomination and remuneration committee meeting in the financial year.
- Record the committee's recommendations on appointments and remuneration.
- Report the meeting count and dates in the quarterly governance filing.
No separate filing. Reported through the quarterly governance report to the exchanges
If you miss it
No per-day exchange fine is asserted here, because this provision is not on the fine table we have verified. A breach of a corporate-governance condition is a breach of listing conditions, which section 23E of the Securities Contracts (Regulation) Act reaches at not less than ₹5 lakh and up to ₹25 crore. SEBI's other head is section 15HB of the SEBI Act, the residual penalty that applies where the Act provides no specific penalty for the contravention. Section 15A(b) is not the right head, because a missed meeting is not a failure to furnish information.
- The default shows in the quarterly governance report inside Integrated Filing (Governance), so it becomes visible to the exchange and to investors without any separate complaint
- SEBI has moved to a settlement route for many governance defaults, which still carries a settlement amount and an admission on the record
Recent changes affecting this
Relaxation from SEBI Master Circular for Minimum Public Shareholding Non-Compliance
Master Circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities
Master Circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper
Common questions
Is there a maximum gap between meetings of this committee?
No. Reg 19(3A) sets a minimum of one meeting a financial year and no gap limit. Only the board and the audit committee carry the 120-day limit, and the risk management committee carries 210 days.