Subject to the articles of the Company, the Board may appoint any person as a Director nominated by any institution in pursuance of the provisions of any law for the time being in force or of any agreement or by the Central Government or the State Government by virtue of its shareholding in a Government company. [Section 161(3)]
A Nominee Director is a director in a company who has been appointed by financial institutions, banks or investors to form part of the Board of Directors. A nominee director is nominated to ensure that the interests of the financial institution/interested party and for the stake of transparency.
A. Convene a Meeting of Board of Directors [As per section 173 Secretarial Standard-1 ( SS-1)]
B. Appointment of Nominee Director by passing resolution through Circulation
The Ministry of Corporate Affairs had notified Companies (Appointment and Qualification of Directors) Amendment Rules, 2023 (dated: 20th January, 2023) by which in form DIR-12: