Section 9 in Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
9. Code of Conduct.
(1)The board of directors of every listed company and [the board of directors or head(s) of the organisation of every intermediary shall ensure that the chief executive officer or managing director] [Substituted 'market intermediary' by Notification No. SEBI/LAD-NRO/GN/2018/59, dated 31.12.2018 (w.e.f. 15.1.2015).] shall formulate a code of conduct [with their approval] [Inserted by Notification No. SEBI/LAD-NRO/GN/2018/59, dated 31.12.2018 (w.e.f. 15.1.2015).] to regulate, monitor and report trading by its [designated persons and immediate relatives of designated persons] [Substituted 'employees and other connected persons' by Notification No. SEBI/LAD-NRO/GN/2018/59, dated 31.12.2018 (w.e.f. 15.1.2015).] towards achieving compliance with these regulations, adopting the minimum standards set out in Schedule B [(in case of a listed company) and Schedule C (in case of a intermediary)] [Inserted by Notification No. SEBI/LAD-NRO/GN/2018/59, dated 31.12.2018 (w.e.f. 15.1.2015).] to these regulations, without diluting the provisions of these regulations in any manner.[Explanation. - For the avoidance of doubt it is clarified that intermediaries, which are listed, would be required to formulate a code of conduct to regulate, monitor and report trading by their designated persons, by adopting the minimum standards set out in Schedule B with respect to trading in their own securities and in Schedule C with respect to trading in other securities.] [Inserted by Notification No. SEBI/LAD-NRO/GN/2018/59, dated 31.12.2018 (w.e.f. 15.1.2015).]Note: - It is intended that every company whose securities are listed on stock exchanges and every [intermediary] [Substituted 'market intermediary' by Notification No. SEBI/LAD-NRO/GN/2018/59, dated 31.12.2018 (w.e.f. 15.1.2015).] registered with SEBI is mandatorily required to formulate a code of conduct governing trading by [designated persons and their immediate relatives] [Substituted 'its employees' by Notification No. SEBI/LAD-NRO/GN/2018/59, dated 31.12.2018 (w.e.f. 15.1.2015).]. The standards set out in the [schedule] [Substituted 'schedules' by Notification No. SEBI/LAD-NRO/GN/2018/59, dated 31.12.2018 (w.e.f. 15.1.2015).] are required to be addressed by such code of conduct.(2)[ The board of directors or head(s) of the organisation, of every other person who is required to handle unpublished price sensitive information in the course of business operations shall formulate a code of conduct to regulate, monitor and report trading by their designated persons and immediate relative of designated persons towards achieving compliance with these regulations, adopting the minimum standards set out in Schedule C to these regulations, without diluting the provisions of these regulations in any manner.Explanation. - Professional firms such as auditors, accountancy firms, law firms, analysts, insolvency professional entities, consultants, banks etc., assisting or advising listed companies shall be collectively referred to as fiduciaries for the purpose of these regulations.] [Substituted by Notification No. SEBI/LAD-NRO/GN/2018/59, dated 31.12.2018 (w.e.f. 15.1.2015).][Note: This provision is intended to mandate persons other than listed companies and intermediaries that are required to handle unpublished price sensitive information to formulate a code of conduct governing trading in securities by their designated persons. These entities include professional firms such as auditors, accountancy firms, law firms, analysts, insolvency professional entities, consultants, banks etc., assisting or advising listed companies. Even entities that normally operate outside the capital market may handle unpublished price sensitive information. This provision would mandate all of them to formulate a code of conduct.] [Substituted by Notification No. SEBI/LAD-NRO/GN/2018/59, dated 31.12.2018 (w.e.f. 15.1.2015).](3)Every listed company, [intermediary] [Substituted 'market intermediary' by Notification No. SEBI/LAD-NRO/GN/2018/59, dated 31.12.2018 (w.e.f. 15.1.2015).] and other persons formulating a code of conduct shall identify and designate a compliance officer to administer the code of conduct and other requirements under these regulations.Note: - This provision is intended to designate a senior officer as the compliance officer with the responsibility to administer the code of conduct and monitor compliance with these regulations.(4)[ For the purpose of sub regulation (1) and (2), the board of directors or such other analogous authority shall in consultation with the compliance officer specify the designated persons to be covered by the code of conduct on the basis of their role and function in the organisation and the access that such role and function would provide to unpublished price sensitive information in addition to seniority and professional designation and shall include: -(i)Employees of such listed company, intermediary or fiduciary designated on the basis of their functional role or access to unpublished price sensitive information in the organization by their board of directors or analogous body;(ii)Employees of material subsidiaries of such listed companies designated on the basis of their functional role or access to unpublished price sensitive information in the organization by their board of directors;(iii)All promoters of listed companies and promoters who are individuals or investment companies for intermediaries or fiduciaries;(iv)Chief Executive Officer and employees upto two levels below Chief Executive Officer of such listed company, intermediary, fiduciary and its material subsidiaries irrespective of their functional role in the company or ability to have access to unpublished price sensitive information;(v)Any support staff of listed company, intermediary or fiduciary such as IT staff or secretarial staff who have access to unpublished price sensitive information.]
