Companies Act Section 378U — Committee of directors
CHAPTER XXI
Commercial / Corporate
Summary
Sub-section (1) allows the Board to create as many committees as it thinks necessary to help it carry out its duties efficiently. However, the Board cannot give away its own powers or the powers of the Chief Executive to any committee.
Sub-section (2) says that a committee formed under sub-section (1) can, with the Board's approval, bring in additional people to join the committee as members. But the Chief Executive appointed under section 378W, or a director of the Producer Company, must be a member of such a committee.
Sub-section (3) states that every committee must work under the overall supervision, direction, and control of the Board. The Board decides how long the committee will exist and how it should operate.
Sub-section (4) provides that the fees and allowances paid to committee members will be set by the Board.
Sub-section (5) requires that the minutes of each committee meeting be presented to the Board at its next meeting.
Official Text
(1) The Board may constitute such number of committees as it may deem fit for the purpose of assisting the Board in the efficient discharge of its functions:
Provided that the Board shall not delegate any of its powers or assign the powers of the Chief Executive, to any committee.
(2) A committee constituted under sub-section (1) may, with the approval of the Board, co-opt such number of persons as it deems fit as members of the committee:
Provided that the Chief Executive appointed under section 378W or a director of the Producer Company shall be a member of such committee.
(3) Every such committee shall function under the general superintendence, direction and control of the Board, for such duration, and in such manner as the Board may direct.
(4) The fee and allowances to be paid to the members of the committee shall be such as may be determined by the Board.
(5) The minutes of each meeting of the committee shall be placed before the Board at its next meeting.