Regulation 26 - Obligations with respect to employees including senior management, key managerial personnel, directors and promoters - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

1 [Obligations with respect to employees including senior management, 7 [key managerial personnel], directors and promoters.] 26. (1) A director shall not be a member in more than ten committees or act as chairperson of more than five committees across all listed entities in which he 3 [ /she ] is a director which shall be determined as follows: (a) the limit of the committees on which a director may serve in all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies 6 [ , high value debt listed entities ] and companies under Section 8 of the Companies Act, 2013 shall be excluded; (b) for the purpose of determination of limit, chairpersonship and membership of the audit committee and the Stakeholders' Relationship Committee alone shall be considered. (2) Every director shall inform the listed entity about the committee positions he or she occupies in other listed entities and notify changes as and when they take place. (3) All members of the board of directors and senior management personnel shall affirm compliance with the code of conduct of board of directors and senior management on an annual basis. (4) 5 [ **** ] (5) Senior management shall make disclosures to the board of directors relating to all material, financial and commercial transactions, where they have personal interest that may have a potential conflict with the interest of the listed entity at large. Explanation.- For the purpose of this sub-regulation, conflict of interest relates to dealing in the shares of listed entity, commercial dealings with bodies, which have shareholding of management and their relatives etc. 2 [(6) No employee including key managerial personnel or director or promoter of a listed entity shall enter into any agreement for himself 4 [ /herself ] or on behalf of any other person, with any shareholder or any other third party with regard to compensation or profit sharing in connection with dealings in the securities of such listed entity, unless prior approval for the same has been obtained from the Board of Directors as well as public shareholders by way of an ordinary resolution: Provided that such agreement, if any, whether subsisting or expired, entered during the preceding three years from the date of coming into force of this sub-regulation, shall be disclosed to the stock exchanges for public dissemination: Provided further that subsisting agreement, if any, as on the date of coming into force of this sub-regulation shall be placed for approval before the Board of Directors in the forthcoming Board meeting: Provided further that if the Board of Directors approve such agreement, the same shall be placed before the public shareholders for approval by way of an ordinary resolution in the forthcoming general meeting: Provided further that all interested persons involved in the transaction covered under the agreement shall abstain from voting in the general meeting. Explanation - For the purposes of this sub-regulation, interested person shall mean any person holding voting rights in the listed entity and who is in any manner, whether directly or indirectly, interested in an agreement or proposed agreement, entered into or to be entered into by such a person or by any employee or key managerial personnel or director or promoter of such listed entity with any shareholder or any other third party with respect to compensation or profit sharing in connection with the securities of such listed entity.] ********* 1 Substituted by SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2016, w.e.f. 04.01.2017. Prior to substitution, the title read as follows- Obligations with respect to directors and senior management 2 Inserted by SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2016, w.e.f. 04.01.2017. 3. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 4. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 5. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as (4) Non-executive directors shall disclose their shareholding, held either by them or on a beneficial basis for any other persons in the listed entity in which they are proposed to be appointed as directors, in the notice to the general meeting called for appointment of such director. 6. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 7. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/117 dated 17-01-2023 before it was read as, key managerial persons