What Organisations Must Put in Place

8. What organisations must put in place

Listed companies need a board-approved fair-disclosure code, published on their website and promptly notified to exchanges along with amendments. It must support prompt publication once information is credible and concrete, equal access, and quick correction of selective disclosure.

Schedule A also requires a senior investor-relations officer, appropriate replies to regulatory questions about rumours or news, safeguards against sharing UPSI with analysts, and website records or transcripts of relevant meetings.

Trading conduct codes sit alongside this public-disclosure code. Listed companies follow Schedule B; intermediaries and other businesses handling UPSI follow Schedule C. A listed intermediary uses B for its own securities and C for other securities. Covered fiduciaries include auditors, accountants, law firms, analysts, insolvency professional entities, consultants and advising banks.

A compliance officer must be a designated senior officer who understands basic financial statements and reports to the board or organisation head. They oversee compliance, records, information protection, trade monitoring and required codes. Compliance reporting to the relevant leadership and audit or board chair occurs at least annually.

The CEO, managing director or equivalent must establish effective controls. These identify UPSI and employees with access, restrict sharing and acquisition, maintain recipient records, provide confidentiality agreements or notices, and periodically review safeguards. Employees with UPSI access must be designated persons. Information barriers must control sharing between teams, and people receiving sensitive transaction information must understand their duties and potential liability.

Boards and organisation heads oversee compliance. Audit committees or equivalent bodies review compliance and control effectiveness at least once each financial year.

Listed companies need board-approved written procedures for actual or suspected leaks. They must start appropriate inquiries when aware and promptly report leaks, inquiries and outcomes to SEBI. Employees must know about the whistle-blower policy. Relevant intermediaries and fiduciaries must cooperate.

Internal sanctions may include wage freezes, suspension and recovery of money. Amounts collected under the codes go to SEBI’s Investor Protection and Education Fund. Regulatory breaches must be promptly reported to the relevant exchanges.

There is no single universal insider-trading penalty in this material. SEBI Act and other securities-law action can apply alongside internal discipline. SEBI may issue guidance and directions; specified case-based directions require a hearing opportunity and recorded reasons. Repealing the 1992 rules preserved earlier liabilities and proceedings.