This notification shall apply to the listed companies and public companies with more than 100 shareholders.

A company shall:

(a) facilitate exercise of voting rights by all the shareholders including foreign investors, if any;

(b) ensure that all the shareholders access accurate and sufficient information in a timely manner so that they can effectively exercise their rights; and

(c) establish and disclose a policy on dividends.

A listed company must have at least one Independent Director at the Board of Directors.

(b) Directors with multiple board representations shall give their sufficient time and attention to the affairs of each company.

The Board of Directors shall meet at least four times a year.

(a) A listed company must have an Audit Committee.

(b) The Audit Committee must be chaired by an Independent Director prescribed under Section 3(f).

(c) The Audit Committee shall be at least three Directors and shall not have an Executive Officer.

(d) The Audit Committee shall meet once every three months and whenever convened by the Board of Directors.

The Audit Committee has the responsibility to:

(a) oversee appropriate accounting procedures and accounting controls for the company and supervise compliance with such procedures;

(b) review the company's financial statements:

(c) monitor compliance with the laws and regulations applicable to the company and report to the Board of Directors thereon; and

(d) deliver opinions on any matters submitted to it by the Board of Directors.

A listed company shall establish a system in order for the Audit Committee to discharge the responsibilities prescribed under Section 10. Such a system includes:

(a) allocating adequate human resources to support the Audit Committee;

(b) setting forth the reporting process to the Audit Committee: and

(c) other systems to ensure the effectiveness of the Audit Committee.

Concerning the related party transactions:

(a) The Board of Directors shall review a policy on the materiality of related party transactions.

(b) The Board of Directors shall ensure all material related party transactions be disclosed in a timely manner.

(c) All material related party transactions shall require approval of the Board of Directors and any directors who have a potential interest in the concerned related party transaction shall abstain from voting on the approval.

(a) A listed company shall report in its directors' report:

(i) a policy on dividends;

(ii) a structure of the board of directors of the listed company;

(iii) its internal control system;

(iv) the number of meetings of the Board and specialized committees held in the year, as well as the attendance of every member;

(v) in case where an Independent Director has served on the Board for more than twelve years from the date of his or her first appointment. the reasons and rationale for why the Board considers the Independent Director as independent;

 (vi) multiple board representation of each Director for companies other than the related body corporate;

(vii) information regarding Directors, including which Directors are Executive Officers, non-Executive Officers or considered as Independent Directors;

(viii) information regarding members of the Audit Committee and, if any. other specialized committees. including names of the members and whether members are Directors, Executive Officers, or employees who do not perform an Executive Officer role in the company;

(ix) matters including the type of material transaction that requires board approval;

(x) process for the selection, appointment and re-appointment of new Directors, if any;

(xi) remuneration policies and procedure for setting remuneration, if any;

(xii) total remuneration of Directors and Executive Officers including a breakdown in percentage of base/ fixed salary, variable or performance-related income, benefits in kind, and stock options granted;

(xiii) total remuneration of employees who are family members of an Executive Officer but not an Executive Officer, and whose remuneration level is equivalent to or more than that of an Executive Officer; and

(xiv) a policy on the materiality of related party transactions.

(b) The provisions of clause (i) to (iv) and (vi) and (r,ii) and (ix) to (xiv) and, if applicable, (viii) of sub-section (a) shall mutatis mutandis apply to cases where a public company with more than 100 shareholders shall report in its directors' report.

(c) The provision of sub-section (c) of Section 261 of the MCL shall apply to any person being a Director or Executive officer who is knowingly and willfully guilty of a default in complying with this section. And the provisions of Section 269, Section 270, clause (iii) of sub-section (a) of Section 271, clause (i) of sub-section (b) of Section 271, Section2T2 to Section 218 of the MCL shall apply to this section.

(a) The provision of sub-section (a) of Section 13 shall mutatis mutandis apply to cases where a listed company discloses information in its annual report.

(b) The provision of sub-section (b) of Section l3 shall mutatis mutandis apply to cases where a public company with more than 100 shareholders discloses in its annual report.

(c) The provision of Section 66 of the Securities and Exchange Law shall apply to any person being a Director or Executive Officer who is knowingly and willfully guilty of a default in complying with this section.

(a) Without prejudice to Section 97 (b) of the MCL, the listed companies and public companies with more than 100 shareholders shall submit the directors' reports to the Directorate of Investment and Company Administration (DICA) and those companies shall comply with the Notification No. (1/2016) of SECM.

(c) Listed companies and public companies with more than 100 shareholders shall follow the requirements and conditions for corporate governance provided by the laws. including this notification, administered by the concerned ministries and organizations.