Securities and Exchange Board of India (SEBI) on 2nd September, 2015 issued the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) with the aim of bringing the basic framework governing the regime of listed entities in line with the Companies Act, 2013 and compiling all the mandates of SEBI regulations/ circulars governing equity as well as debt segments of capital market under the ambit of single document.
The Listing Regulations are effective from 90 days from the date of notification of these regulations i.e. 1st December, 2015.
As per the Listing Regulations, all listed entities are required to frame various policies which are detailed below:
B. Gist of policies to be adopted:
- Policy for preservation of documents
- Policy for determining material subsidiary
- Policy on materiality of related party transactions
- Policy for determination of materiality
- Archival Policy
- Vigil Mechanism/ Whistle Blower policy
- Policy relating to remuneration of the directors, key managerial personnel and other employees
- Policy on diversity of board of directors
C. Detailed notes on above policies:
I. Policy for preservation of documents [Regulation 9)]
Objective: To classify the documents, records and registers of the Listed Company at least under two categories:
- to be preserved permanently
- to be preserved for period of not less than 8 (eight) years.
The listed entity may preserve the above said documents in electronic mode.
II. Policy for determining material subsidiary [Regulation 16(1)(c]
Objective: To determine the material subsidiaries of a Listed Company and to provide the governance framework for such subsidiaries.
“material subsidiary” shall mean a subsidiary, whose income or net worth exceeds 20% of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.
III. Policy on materiality of related party transactions and on dealing with related party transactions [Regulation 23]
Objective: To ensure proper approval of related party transactions.
A transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity.
All related party transactions have to be previously approved by the audit committee and require approval of the shareholders.
IV. Policy for determination of materiality [Regulation 30(4)(ii)]
Objective: To protect the confidentiality of material/price sensitive information of a Listed Company
Every listed entity has to make disclosures of any events or information which, in the opinion of the board of directors of the listed company, is material.
Criteria for determination of materiality of events/ information:
- the omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly; or
- the omission of an event or information is likely to result in significant market reaction if the said omission came to light at a later date;
- If, the above two clauses are not applicable, an event/information may be treated as being material if in the opinion of the board of directors of listed entity, the event / information is considered material.
V. Archival Policy [Regulation 30(8)]
Objective: To ensure that all the information which, has been disclosed to stock exchange(s) under this regulation and such information which in the opinion of the board of directors of a listed company, is material has to be made available on the Company’s website for public/members.
The material information of a listed company shall be hosted on its website for a minimum period of 5 (five) years and thereafter will be archived for a further period as specified in its Archival Policy.
VI. Vigil Mechanism/ Whistle Blower Policy [ Regulation 22
Objective: The Vigil Mechanism/Whistle Blower Policy is implemented to safeguard the unethical practices and to provide mechanism for reporting genuine concerns or grievances.
Every listed entity has to formulate a vigil mechanism for directors and employees to report genuine concerns.
The vigil mechanism has to provide for adequate safeguards against victimization of director(s) or employee(s) or any other person who avail the mechanism and also provide for direct access to the chairperson of the audit committee in appropriate or exceptional cases.
VII. Policy relating to remuneration of the directors, key managerial personnel and other employees [Schedule II & PART D]
The Nomination and Remuneration Committee of every listed company has to recommend to its board of directors, a policy relating to remuneration of the directors, key managerial personnel and other employees.
Nomination and Remuneration Committee:
Every listed company has to set up a Nomination and Remuneration committee comprising at least three directors, all of whom shall be non-executive directors and at least half shall be independent. Chairman of the committee shall be an independent director.
Role of Nomination and Remuneration Committee:
- formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;
- formulation of criteria for evaluation of performance of independent directors and the board of directors;
- devising a policy on diversity of board of directors;
- identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.
- whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
VIII. Policy on diversity of board of directors
Objective: To enhance the effectiveness of the Board by diversifying its composition and to obtain the benefit out of such diversity in better and improved decision making.
In order to ensure that the Company’s boardroom has appropriate balance of skills, experience and diversity of perspectives that are imperative for the execution of its business strategy, the Company shall consider a number of factors, including but not limited to skills, industry experience, background, race and gender.
In view of the above and in order to have good corporate governance and more transparency and accountability, all listed companies are responsible for ensuring the required compliances under the Listing Regulations.