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CMA Final · Corporate and Economic Laws · Corporate Governance and Social Responsibility and Sustainability

Which statement about the composition of the CSR Committee under section 135 is correct?

The CSR Committee must have three or more directors, at least one of them independent. Where a company is not required to appoint an independent director under section 149(4), the Committee needs only two or more directors, as the proviso to section 135(1) provides.

  1. AIt must have five or more directors, including two independent directors
  2. BIt must have three or more directors, at least one being an independent director; a company not required to appoint an independent director needs two or more directorsCorrect
  3. CIt must consist only of independent directors
  4. DIt must have three or more directors, all of whom are non-executive

Explanation

Section 135(1) requires three or more directors with at least one independent director. The proviso allows two or more directors where the company is not required to appoint an independent director under section 149(4).

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