The Securities and Exchange Board of India (“SEBI”) has issued clarifications with regard to the position of the Compliance Officer under Regulation 6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”). With an aim to ensure uniformity in the organizational hierarchy of listed entities concerning the role of the Compliance Officer, the following clarifications have been issued:
Hierarchy Clarification:
- The term “one-level below the board of directors” refers to the position of the Compliance Officer in the organizational structure.
- The Compliance Officer must not be more than one level below the Managing Director or Whole-time Director(s) who are part of the Board.
- If a listed entity does not have a Managing Director or Whole-Time Director, the Compliance Officer must not be more than one level below the Chief Executive Officer, Manager, or any other person heading the day-to-day affairs of the entity.
Background:
The requirement was introduced through the SEBI (LODR) (Third Amendment) Regulations, 2024, dated December 12, 2024, mandating the Compliance Officer to be in whole-time employment, designated as a Key Managerial Personnel, and positioned appropriately in the hierarchy.
The circular is linked below for your ease of reference.
Source: Securities and Exchange Board of India (SEBI)
