A. Introduction: 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
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:D. Conclusion 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.
- to be preserved permanently
- to be preserved for period of not less than 8 (eight) years.
- 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.
- 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.