Regulation 24 - Conditions of appointment of directors - Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018

Conditions of appointment of directors 24. (1) The appointment and re-appointment of all 3 [ non-independent directors ] on the governing board of every recognised stock exchange or recognised clearing corporation shall be with the prior approval of the Board 7 [ : ] 8 [Provided that the non-independent director on the governing board of a recognized stock exchange or a recognized clearing corporation may be appointed in another recognized stock exchange or a recognized clearing corporation or a depository with the prior approval of the Board, only after a cooling-off period as may be specified by the governing board of such recognized stock exchange or recognized clearing corporation. ] (2) The public interest directors on the governing board of the recognised stock exchange(s) and the recognised clearing corporation(s) shall be 4 [ appointed with the prior approval of ] the Board. (3) Public interest directors shall be 5 [ 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 the recognized stock exchange or the recognized clearing corporation, a public interest director may be appointed with the prior approval of the Board for a further term of three years in another recognized stock exchange or a recognized clearing corporation or a depository, only after a cooling-off period as may be specified by the governing board of such recognized stock exchange or recognized clearing corporation: Provided further that the cooling-off period would be applicable only in case of appointment as a public interest director in a competing recognized stock exchange or a recognized clearing corporation: ] Provided further that a person may be 5B [ appointed ] as a public interest director for a maximum of three terms across recognized stock exchanges 6 [ or ] recognized clearing corporations 6A [ or ] depositories, subject to a maximum age limit of seventy five years 1 [ : ] 2 [Provided further that in case of a limited purpose clearing corporation, the maximum age limit shall be seventy years or as may be specified by the Reserve Bank of India or the Board from time to time. ] 10 [Explanation 1: For the purpose of this sub-regulation, the expression competing recognised stock exchange or recognised clearing corporation shall be applicable in case of appointment of a public interest director from one recognised stock exchange to another recognised stock exchange or one recognised clearing corporation to another recognised clearing corporation. Explanation 2: For the purpose of this sub-regulation, where the recognised clearing corporation is a subsidiary of a recognised stock exchange, both the entities shall be treated as a single entity. ] (4) A public interest directors on the board of a recognized stock exchange or a recognized clearing corporation shall not act simultaneously as director on the board of its subsidiary or on the board of any other recognized stock exchange or recognized clearing corporation or depository or on the board of subsidiary of such other recognized stock exchange or recognized clearing corporation or depository. (5) A public interest director on the board of a recognized stock exchange or a recognized clearing corporation 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 any company listed or traded on that recognized stock exchange, to any trading member or clearing member or their associates and agents (6) No public interest director shall become a 3A [ non-independent directors ] unless there is a cooling-off period of three years after ceasing to be a public interest director. (7) No public interest director on the board of a recognized stock exchange or a recognized clearing corporation, shall become a director on the board of subsidiary of that recognized stock exchange or recognized clearing corporation, as the case may be, unless there is a cooling-off period of three years after ceasing to be a public interest director. (8) A public interest director on the board of a recognized stock exchange or a recognized clearing corporation shall not act simultaneously as a member on more than five committees of that recognized stock exchange or a recognized clearing corporation. (9) Public interest directors shall be remunerated only by way 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) The application for appointment of Directors shall be made in the manner as specified under PART H of Schedule II of these regulations. *************** NOTES:- 1 . Substituted vide Notification No. SEBI/LAD-NRO/GN/2022/93 dated 11-08-2022 before it was read as, . 2 . Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/93 dated 11-08-2022 3 . Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/124 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 3A . Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/124 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 4 . Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/124 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 5 . Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/124 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 5A . Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/124 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 5B . Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/124 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/2023/124 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/2023/124 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 Notification No. SEBI/LAD-NRO/GN/2025/246 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 Notification No. SEBI/LAD-NRO/GN/2025/246 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 Notification No. SEBI/LAD-NRO/GN/2025/246 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 the recognized stock exchange or the recognized clearing corporation, a public interest director may be 5A [ appointed with the prior approval of the Board ] for a further term of three years in other recognized clearing corporation or recognized stock exchange, or a depository, only after a cooling-off period of one year: 10 . Inserted vide Notification No. SEBI/LAD-NRO/GN/2025/246 dated 30-04-2025 (shall come into force on the ninetieth day from the date of their publication in the Official Gazette)