Clarification on Position of Compliance Officer of Listed Entity

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Jul 29, 2025

Clarification on Position of Compliance Officer of Listed Entity

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, provide that the Compliance Officer (‘CO’) of a listed entity should not be more than one level below the board of directors (‘Board’).

By way of a Circular dated April 1, 2025, the Securities and Exchange Board of India (‘SEBI’) has clarified that the term ‘level’ refers to the position of the CO in the organisation structure of a listed entity, and the phrase ‘one level below the board of directors’ means one-level below the Managing Director (‘MD’) or Whole-Time Directors (‘WTD’) who are part of the Board. If a listed entity does not have an MD or WTD, then the CO should not be more than one-level below the chief executive officer, manager, or any other person heading the day-to-day affairs of the listed entity.

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