Podcast
Questions and Answers
What does 'SEBI LODR' generally refer to?
What does 'SEBI LODR' generally refer to?
- State Enterprise Balance Initiative - Legislative Oversight and Directives Report
- Standardised Evaluation Benchmark Index - Legal Observance and Documentation Registry
- Stock Exchange Bureau of Investigation - Legal Office and Document Repository
- Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations (correct)
In the context of regulatory compliance, what does the term 'reporting' primarily involve?
In the context of regulatory compliance, what does the term 'reporting' primarily involve?
- Submitting required information to regulatory bodies (correct)
- Creating marketing materials for investors
- Auditing financial statements for accuracy
- Developing internal control systems within an organization
What is a key aspect of regulations and compliance for listed companies?
What is a key aspect of regulations and compliance for listed companies?
- Maximizing profits for shareholders in the short term
- Avoiding any interaction with regulatory bodies
- Maintaining secrecy about company activities
- Ensuring transparency and accountability in operations (correct)
Which entity is primarily responsible for enforcing the SEBI LODR regulations?
Which entity is primarily responsible for enforcing the SEBI LODR regulations?
What is the main purpose of 'Listing Obligations' under SEBI LODR?
What is the main purpose of 'Listing Obligations' under SEBI LODR?
What does Schedule II Part A (E) primarily cover?
What does Schedule II Part A (E) primarily cover?
Which regulation involves coordination and reporting to the Board, stock exchanges and depositories?
Which regulation involves coordination and reporting to the Board, stock exchanges and depositories?
Who is included in the reporting described in Schedule II Part A (E)?
Who is included in the reporting described in Schedule II Part A (E)?
Why is reporting to stock exchanges and depositories important according to Regulation 6 (2)(b)?
Why is reporting to stock exchanges and depositories important according to Regulation 6 (2)(b)?
Which of the following roles' appointment is detailed under Schedule II Part A (E)?
Which of the following roles' appointment is detailed under Schedule II Part A (E)?
Who should approve the policy for determination of materiality for a listed entity?
Who should approve the policy for determination of materiality for a listed entity?
Where should a listed entity disclose its policy for determination of materiality?
Where should a listed entity disclose its policy for determination of materiality?
What is the purpose of a listed entity's policy for determination of materiality?
What is the purpose of a listed entity's policy for determination of materiality?
To whom should employees report potential material events, according to the regulation?
To whom should employees report potential material events, according to the regulation?
What is the ultimate goal of reporting potential material events to the KMP?
What is the ultimate goal of reporting potential material events to the KMP?
According to Schedule II Part E, to whom may the internal auditor report?
According to Schedule II Part E, to whom may the internal auditor report?
A listed entity's policy for determining materiality must NOT do which of the following?
A listed entity's policy for determining materiality must NOT do which of the following?
The policy for determination of materiality is framed based on criteria specified in which regulation?
The policy for determination of materiality is framed based on criteria specified in which regulation?
According to the content, what is the primary role of the internal auditor?
According to the content, what is the primary role of the internal auditor?
What is the ultimate purpose of the policy for determination of materiality?
What is the ultimate purpose of the policy for determination of materiality?
According to Regulation 9(4)(iv), which employees are included in the regulations?
According to Regulation 9(4)(iv), which employees are included in the regulations?
According to Regulation 9(4)(iv), the included employees are part of which of these organizations?
According to Regulation 9(4)(iv), the included employees are part of which of these organizations?
Under Regulation 2(c), to whom does the compliance officer report if there is no board of directors?
Under Regulation 2(c), to whom does the compliance officer report if there is no board of directors?
What is the meaning of officer 'reporting' according to Regulation 2(c)?
What is the meaning of officer 'reporting' according to Regulation 2(c)?
According to Regulation 2(c), what is the meaning of compliance officer?
According to Regulation 2(c), what is the meaning of compliance officer?
According to Regulation 2(c), what is one of the responsibilities of a compliance officer?
According to Regulation 2(c), what is one of the responsibilities of a compliance officer?
According to Regulation 2(c), compliance officer shall be financially?
According to Regulation 2(c), compliance officer shall be financially?
According to Regulation 2(c), compliance officer shall be capable of?
According to Regulation 2(c), compliance officer shall be capable of?
According to Regulation 2(c), under whose overall supervision the compliance officer works?
According to Regulation 2(c), under whose overall supervision the compliance officer works?
According to Regulation 2(c), compliance of policies is responsibility of whom?
According to Regulation 2(c), compliance of policies is responsibility of whom?
What is the primary requirement for a person to be considered 'financially literate' under the regulation?
What is the primary requirement for a person to be considered 'financially literate' under the regulation?
What should one assume when the same statute uses different words?
What should one assume when the same statute uses different words?
When a legislature uses different phrases in different sections, what is generally required?
When a legislature uses different phrases in different sections, what is generally required?
If different words of different import are used in the same statute relating to the same subject matter, what should one presume?
If different words of different import are used in the same statute relating to the same subject matter, what should one presume?
In the context of hierarchy, what does 'one level below' typically indicate?
In the context of hierarchy, what does 'one level below' typically indicate?
Based on the text, what is the main distinction between the terms 'reporting to' and 'one level below'?
Based on the text, what is the main distinction between the terms 'reporting to' and 'one level below'?
What financial statements are specifically mentioned in the text as important for financial literacy?
What financial statements are specifically mentioned in the text as important for financial literacy?
What does the term prima facie generally mean in a legal context?
What does the term prima facie generally mean in a legal context?
According to regulation 16(d), who is NOT included in 'senior management'?
According to regulation 16(d), who is NOT included in 'senior management'?
According to regulation 16(d), who IS included in 'senior management'?
According to regulation 16(d), who IS included in 'senior management'?
If a listed entity does NOT have a regular non-executive chairperson, what proportion of the board of directors must be independent directors?
If a listed entity does NOT have a regular non-executive chairperson, what proportion of the board of directors must be independent directors?
If the chairperson of the board is a non-executive director, what proportion of the board should comprise independent directors?
If the chairperson of the board is a non-executive director, what proportion of the board should comprise independent directors?
According to regulation 16(d), 'senior management' includes members of management how many levels below the CEO?
According to regulation 16(d), 'senior management' includes members of management how many levels below the CEO?
Which of the following positions is explicitly mentioned as part of 'senior management'?
Which of the following positions is explicitly mentioned as part of 'senior management'?
According to the regulations, which of the following is a criterion for needing at least half of the board to be independent directors?
According to the regulations, which of the following is a criterion for needing at least half of the board to be independent directors?
According to regulation 16(d), 'senior management' can be described as:
According to regulation 16(d), 'senior management' can be described as:
What is the minimum proportion of independent directors required if the non-executive chairperson is related to a person occupying management positions at one level below the board?
What is the minimum proportion of independent directors required if the non-executive chairperson is related to a person occupying management positions at one level below the board?
According to the regulations, the term 'senior management' specifically includes which role, regardless of their title?
According to the regulations, the term 'senior management' specifically includes which role, regardless of their title?
Who is responsible for ensuring the composition of independent directors meets the regulatory requirements?
Who is responsible for ensuring the composition of independent directors meets the regulatory requirements?
Regulation 17(b) discusses the composition of the board of directors with reference to:
Regulation 17(b) discusses the composition of the board of directors with reference to:
If the chairperson is a promoter, what impact does that have on the composition of the board?
If the chairperson is a promoter, what impact does that have on the composition of the board?
According to regulation 16(d), what is the scope of 'senior management'?
According to regulation 16(d), what is the scope of 'senior management'?
What is the main subject addressed by regulation 17(b)?
What is the main subject addressed by regulation 17(b)?
Flashcards
SEBI LODR
SEBI LODR
The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Schedule II Part A (E)
Schedule II Part A (E)
Deals with the recruitment and remuneration of senior officers.
Regulation 6(2)(b)
Regulation 6(2)(b)
Specifies reporting requirements to the Board, stock exchanges, and depositories.
Reporting to authorities
Reporting to authorities
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Information on senior officers
Information on senior officers
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Compliance with rules
Compliance with rules
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Materiality Policy
Materiality Policy
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No Dilution of Requirements
No Dilution of Requirements
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Materiality Policy Assistance
Materiality Policy Assistance
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Authorized KMP Role
Authorized KMP Role
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Purpose of Materiality Policy
Purpose of Materiality Policy
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Internal Auditor Reporting
Internal Auditor Reporting
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Audit Committee
Audit Committee
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SEBI's Role
SEBI's Role
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LODR Regulations Purpose
LODR Regulations Purpose
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Listed Entity
Listed Entity
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Financially Literate
Financially Literate
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Different Words in Statute
Different Words in Statute
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Different Phrases, Different Sections
Different Phrases, Different Sections
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Presumption of Different Meanings
Presumption of Different Meanings
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One Level Below
One Level Below
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Reporting To
Reporting To
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Level (in hierarchy)
Level (in hierarchy)
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Financial Literacy Definition
Financial Literacy Definition
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Senior Management (SEBI LODR)
Senior Management (SEBI LODR)
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Independent Directors (Non-Executive Chair)
Independent Directors (Non-Executive Chair)
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Independent Directors (No Non-Executive Chair)
Independent Directors (No Non-Executive Chair)
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Independent Directors (Promoter Chair)
Independent Directors (Promoter Chair)
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Purpose of Independent Directors
Purpose of Independent Directors
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SEBI LODR Regulations
SEBI LODR Regulations
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Core Management Team
Core Management Team
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Functional Heads
Functional Heads
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Company Secretary
Company Secretary
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Chief Financial Officer (CFO)
Chief Financial Officer (CFO)
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Non-Executive Director
Non-Executive Director
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Independent Director
Independent Director
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Promoter Definition
Promoter Definition
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Corporate governance
Corporate governance
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Chairperson Role
Chairperson Role
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Two Levels Below CEO
Two Levels Below CEO
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Compliance Officer
Compliance Officer
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Reporting Authority for Compliance Officer
Reporting Authority for Compliance Officer
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Preservation of UPSI
Preservation of UPSI
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Regulatory Compliance
Regulatory Compliance
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Monitoring Trades
Monitoring Trades
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Implementation of Codes
Implementation of Codes
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Overall supervision
Overall supervision
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Unpublished Price Sensitive Information (UPSI)
Unpublished Price Sensitive Information (UPSI)
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Study Notes
- Regulations use the words "level" and "reporting" in the context of SEBI LODR (Listing Obligations and Disclosure Requirements) and other regulations.
"Level" in SEBI LODR
- Regulation 16 (d) defines "senior management" to include officers and personnel in the core management team, excluding the Board of Directors.
- Senior management also includes members of management one level below the CEO, Managing Director, Whole Time Director or Manager, specifically including functional heads, Company Secretary, and Chief Financial Officer.
- Regulation 17 (b) states that if the board chairperson is a non-executive director, at least one-third of the board must be independent directors.
- If the listed entity lacks a regular non-executive chairperson, at least half of the board must consist of independent directors.
- If the regular non-executive chairperson is a promoter or related to a promoter or person occupying management positions at the board level or one level below, at least half the board must be independent directors.
- Schedule II Part A (E) requires information on the recruitment and remuneration of senior officers just below the board of directors, including appointment or removal of the CFO and the Company Secretary.
"Reporting" in SEBI LODR
- Regulation 6 (2)(b) involves coordination with and reporting to the Board, stock exchanges, and depositories regarding compliance with rules, regulations, and directives.
- Regulation 30 (4) (ii) requires listed entities to have a policy for determining materiality, approved by the board and disclosed on the website; this policy should help employees identify and report potential material events or information.
- Schedule II Part E concerns reporting by the internal auditor, who may report directly to the audit committee.
"Level" in PIT (Prohibition of Insider Trading) Regulations
- Regulation 9 (4)(iv) includes the CEO and employees up to two levels below in determining who could have access to unpublished price-sensitive information.
"Reporting" in PIT Regulations
- Regulation 2 (c) defines a "compliance officer" who reports to the board or head of the organization and is responsible for compliance, record maintenance, monitoring adherence to rules on unpublished price-sensitive information, and implementation of codes.
Interpretation of "Level" and "Reporting"
- Although the words 'Level' and 'Reporting' are seemingly distinct, the exact meaning depends on context.
- "Level" indicates a person's hierarchical position.
SEBI's View
- SEBI's adjudication order in the Chitra Ramkrishna case (February 11, 2022) provides perspective on individuals occupying a position "one level below".
- Various functional heads reported to Noticee no. 6, making it clear that Noticee no. 6 was at a senior level, just one level below the MD & CEO.
SAT's view
- SAT hasn't commented on the violation of excessive authority to specific Group operating officer and he being designated as one level below.
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