Clarification on the position of Compliance Officer in terms of regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

SEBI/HO/CFD/PoD2/CIR/P/2025/47 · 2025-04-01 · SEBI Corporation Finance Department

Summary

This circular clarifies the interpretation of the term 'level' regarding the organizational hierarchy of a Compliance Officer under Regulation 6(1) of the LODR Regulations. It specifies that 'one-level below the board' refers to the position immediately beneath the Managing Director or Whole-time Directors. In entities lacking such directors, the Compliance Officer must be no more than one level below the Chief Executive Officer or the person heading day-to-day affairs.

Text

the term ‘level’ used in regulation 6(1) refers to the position of the Compliance Officer in the organization structure of the listed entity. Therefore, ‘one-level below the board of directors’ means one-level below the Managing Director or Whole-time Director(s) who are part of the Board of Directors of the listed entity.

In case a listed entity does not have a Managing Director or a Whole-Time Director, then the Compliance Officer shall not be more than one-level below the Chief Executive Officer or Manager or any other person heading the day-to-day affairs of the listed entity.

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Source: SecMarx — Clarification on the position of Compliance Officer in terms of regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.