Regulation 25 - Conditions of appointment of directors - Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018

Conditions of appointment of directors 25. (1) The appointment and re-appointment of all 1 [ non-independent directors ] on the governing board of every depository shall be with the prior approval of the Board 7 [ : ] 8 [ Provided that the non-independent director on the governing board of the depository may be appointed in a recognized stock exchange or a recognized clearing corporation or another depository with the prior approval of the Board, only after a cooling-off period as may be specified by the governing board of such depository. ] (2) The public interest directors on the governing board of a depository shall be 2 [ appointed with the prior approval of ] the Board. (3) Public interest directors shall be 3 [ appointed ] for a term of three years, extendable by another term of three years, subject to performance review in the manner as may be specified by the Board: 9 [ Provided that upon the expiry of the term(s) at a depository, a public interest director may be appointed with the prior approval of the Board for a further term of three years in another depository or a recognized stock exchange or a recognized clearing corporation, only after a cooling-off period as may be specified by the governing board of such depository: Provided further that the cooling-off period will be applicable only in case of appointment as a public interest director in a competing depository: ] Provided further that a person shall be 5 [ appointed ] as a public interest director for a maximum of three terms across a depository 6 [ or ] a recognized stock exchange 6A [ or ] a recognized clearing corporation, subject to a maximum age limit of seventy five years. 10 [Explanation : For the purpose of this sub-regulation, the expression competing depository shall be applicable in case of appointment of a public interest director from one depository to another depository. ] (4) A public interest director on the board of a depository shall not act simultaneously as director on the board of its subsidiary or on the board of any other depository or recognized stock exchange or recognized clearing corporation or on the board of subsidiary of such other depository or recognized stock exchange or recognized clearing corporation. (5) A public interest director on the board of a depository shall not act simultaneously as member on more than five committees of that depository. (6) A public interest director on the board of a depository shall keep its governing board apprised of any conflict of interest, which may arise as a result of the public interest director providing services, either directly or indirectly, to depository participants or their associates and agents. (7) No public interest director shall become a 1A [ non-independent directors ] unless there is a cooling-off period of three years after ceasing to be a public interest director (8) No public interest director on the governing board of a depository shall become a director on the board of subsidiary of that depository unless there is a cooling-off period of three years after ceasing to be a public interest director. (9) Public interest directors shall be remunerated only by way of payment of sitting fees as admissible to independent directors in the Companies Act, 2013 . (10) If any issue arises as to whether an assignment or position of a public interest director is in conflict with his role, the Board s decision shall be final. (11) For the purpose of this regulation, the procedure for appointment of directors is prescribed under Part C of the Second Schedule . ************** NOTES:- 1 . Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/125 dated 28-02-2023 (shall come into force on the one hundred and eightieth day from the date of their publication in the Official Gazette) before it was read as, shareholder directors 1A . Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/125 dated 28-02-2023 (shall come into force on the one hundred and eightieth day from the date of their publication in the Official Gazette) before it was read as, shareholder directors 2 . Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/125 dated 28-02-2023 (shall come into force on the one hundred and eightieth day from the date of their publication in the Official Gazette) before it was read as, nominated by 3 . Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/125 dated 28-02-2023 (shall come into force on the one hundred and eightieth day from the date of their publication in the Official Gazette) before it was read as, nominated 4 . Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/125 dated 28-02-2023 (shall come into force on the one hundred and eightieth day from the date of their publication in the Official Gazette) before it was read as, nominated 5 . Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/125 dated 28-02-2023 (shall come into force on the one hundred and eightieth day from the date of their publication in the Official Gazette) before it was read as, nominated 6 . Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/125 dated 28-02-2023 (shall come into force on the one hundred and eightieth day from the date of their publication in the Official Gazette) before it was read as, / 6A . Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/125 dated 28-02-2023 (shall come into force on the one hundred and eightieth day from the date of their publication in the Official Gazette) before it was read as, / 7 . Substituted vide F. No. SEBI/LAD-NRO/GN/2025/245 dated 30-04-2025 (shall come into force on the ninetieth day from the date of their publication in the Official Gazette) before it was read as, . 8 . Inserted vide F. No. SEBI/LAD-NRO/GN/2025/245 dated 30-04-2025 (shall come into force on the ninetieth day from the date of their publication in the Official Gazette) 9 . Substituted vide F. No. SEBI/LAD-NRO/GN/2025/245 dated 30-04-2025 (shall come into force on the ninetieth day from the date of their publication in the Official Gazette) before it was read as, Provided that post the expiry of term(s) at a depository, a public interest director may be 4 [ appointed with the prior approval of the Board ] for a term of three years in other depository or recognized stock exchange or a recognized clearing corporation, only after a cooling-off period of one year: 10 . Inserted vide F. No. SEBI/LAD-NRO/GN/2025/245 dated 30-04-2025 (shall come into force on the ninetieth day from the date of their publication in the Official Gazette)