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Corporate Laws Central Ministry of Finance Securities and Exchange Board of India Act, 1992

SEBI Notifies Governance Reforms for Stock Exchanges, Clearing Corporations and Depositories

12-Dec-2025 | HO/47/12/11(5)2025-MRD-POD3/I/196/2025

SEBI has issued a circular introducing significant governance reforms for Market Infrastructure Institutions (MIIs), including stock exchanges, clearing corporations, and depositories, with a view to reinforcing their public-interest role and strengthening accountability and oversight. Key Changes Introduced: 1. Appointment of Executive Directors (EDs) MIIs must appoint Executive Directors for two key verticals: Vertical 1: Critical Operations, and Vertical 2: Regulatory, Compliance, Risk Management and Investor Grievances - EDs of both verticals must be members of the Governing Board. - Appointment must be through open advertisement and requires prior SEBI approval, including approval of compensation. - Public Interest Directors (PIDs) are responsible for annual performance evaluation of EDs. - SEBI may grant temporary exemptions to MIIs facing genuine implementation difficulties. 2. MIIs are required to: - Put in place systems and processes for compliance, - Amend relevant byelaws, rules and regulations, - Disseminate the circular to market participants and publish it on their websites. 2. Reporting and Oversight Structure; 3. Revised Reporting for Key Management Personnel; 4. Enhanced Role of Chief Risk Officer;

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