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CS Professional · Environmental, Social and Governance (ESG) - Principles and Practice · Conceptual Framework of Corporate Governance

Vidya Steel Ltd's Board wants the Company Secretary to also act as the Chief Financial Officer to reduce cost. From a governance perspective, what is the correct position for a listed company?

This is not permitted. The CS and CFO are separate key managerial personnel positions, and a listed company must have different individuals holding them. Neither shareholder approval nor the person being a director removes the requirement, so combining the roles for cost savings is not allowed.

  1. APermitted, as both are key managerial personnel
  2. BNot permitted; the Companies Act expects the posts of CS and CFO to be held by separate individualsCorrect
  3. CPermitted only with shareholders' special resolution
  4. DPermitted if the person is a director

Explanation

Key managerial personnel include the CS and the CFO as distinct offices, and a listed company must have each filled by a separate individual. Being KMP does not allow merging offices. A special resolution cannot override this requirement, so that option is wrong.

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