✓ SEBI has issued amendments to SEBI Listing Regulations vide notification dated 19th January, 2023.
✓ These amendments shall come into force with immediate effect. Provided that amendments in Regulation 15 shall be effective from 1st April, 2023.
∆ Summary of Amendments:
1. New Definition to Senior Management in Regulation 16, all functional heads brought under definition of Senior Management.
2. (d) “Senior Management” shall mean the officers and personnel of the listed entity who are members of its core management team, excluding the Board of Directors, and shall also comprise all the members of the management one level below the Chief Executive Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the Company Secretary and the Chief Financial Officer.”
3. In Schedule V Corporate Governance Report:
✓ New disclosure shall be made in the section on the corporate governance of the annual report w.e.f. from annual reports of year 2022-23.
✓ “(n) Details of material subsidiaries of the listed entity; including the date and place of incorporation and the name and date of appointment of the statutory auditors of such subsidiaries.”
4. Regulation 26, regulation 31A, sub-regulation (3), in clause (b), in sub-clause (v), and Schedule III, Part A, in paragraph A, in sub-paragraph 16, in Item (l), in point (ix), words “key managerial persons” shall be substituted with the words “key managerial personnel”.
5. Re-appointment brought under the ambit of approval of shareholders.
6. Regulation 17 (1C):
✓ The listed entity shall ensure that approval of shareholders for appointment or re-appointment of a person on the Board of Directors or as a manager is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.
✓ New provisio after 17(1C) inserted nemely - “Provided that a public sector company shall ensure that the approval of the shareholders for appointment or re-appointment of a person on the Board of Directors or as a Manager is taken at the next general meeting:”
✓ Regulation 17, after sub-regulation (1C), in the existing first proviso, after the word “provided” and before the words “that the appointment”, the word “further” shall be inserted.
✓ New proviso shall be added - Provided further that the appointment or a re-appointment of a person, including as a managing director or a whole-time director or a manager, who was earlier rejected by the shareholders at a general meeting, shall be done only with the prior approval of the shareholders.
