The Security and Exchange Board of India (SEBI) has mandated Secretarial compliance report for listed companies by notifying the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 which seeks to amend the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 will come into force from 6 May 2021.
The amendments have been made in respect of definitions, Applicability of the regulations, Principles governing disclosures and obligations, Compliance Officer and his Obligations, Share Transfer Agent, Obligation of Listed Entity-Applicability, Board of Directors, Audit Committee, Risk Management Committee to have minimum three members, Vigil mechanism, Corporate governance requirements with respect to subsidiary of listed entity, Secretarial Audit and Secretarial Compliance Report, Obligations with respect to independent directors, Obligations with respect to employees including senior management, key managerial persons, directors and promoters, Other corporate governance requirements, Proper Intimations, Disclosure of events or information, Disclosure of Class of shareholders and Conditions for Reclassification, Statement of deviation (s) or variation(s), Financial results, Annual Report, Documents & Information to shareholders, Draft Scheme of Arrangement & Scheme of Arrangement, Minimum Public Shareholding, Transfer or transmission or transposition of securities, Dividend Distribution Policy, Meetings of shareholders and voting, Change in name of the listed entity, website, Advertisements in Newspapers, Financial Results, and Draft Scheme of Arrangement & Scheme of Arrangement.
As per the amendment the Risk Management Committee shall have minimum three members with majority of them being members of the board of directors, including at least one independent director and in case of a listed entity having outstanding SR equity shares, at least two thirds of the Risk Management Committee shall comprise independent directors.
The quorum for a meeting of the Risk Management Committee shall be either two members or one third of the members of the committee, whichever is higher, including at least one member of the board of directors in attendance.
The meetings of the risk management committee shall be conducted in such a manner that on a continuous basis not more than one hundred and eighty days shall elapse between any two consecutive meetings.
It has been notified that the Risk Management Committee shall have powers to seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary.
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