Securities And Exchange Board Of India - Subsection
Section 4(2) in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(2)The listed entity which has listed its specified securities shall comply with the corporate governance provisions as specified in chapter IV which shall be implemented in a manner so as to achieve the objectives of the principles as mentioned below.(a)The rights of shareholders: The listed entity shall seek to protect and facilitate the exercise of the following rights of shareholders:(i)right to participate in, and to be sufficiently informed of, decisions concerning fundamental corporate changes.(ii)opportunity to participate effectively and vote in general shareholder meetings.(iii)being informed of the rules, including voting procedures that govern general shareholder meetings.(iv)opportunity to ask questions to the board of directors, to place items on the agenda of general meetings, and to propose resolutions, subject to reasonable limitations.(v)Effective shareholder participation in key corporate governance decisions, such as the nomination and election of members of board of directors.(vi)exercise of ownership rights by all shareholders, including institutional investors.(vii)adequate mechanism to address the grievances of the shareholders.(viii)protection of minority shareholders from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly, and effective means of redress.(b)Timely information: The listed entity shall provide adequate and timely information to shareholders, including but not limited to the following:(i)sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be discussed at the meeting.(ii)Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership.(iii)rights attached to all series and classes of shares, which shall be disclosed to investors before they acquire shares.(c)Equitable treatment: The listed entity shall ensure equitable treatment of all shareholders, including minority and foreign shareholders, in the following manner:(i)All shareholders of the same series of a class shall be treated equally.(ii)Effective shareholder participation in key corporate governance decisions, such as the nomination and election of members of board of directors, shall be facilitated.(iii)Exercise of voting rights by foreign shareholders shall be facilitated.(iv)The listed entity shall devise a framework to avoid insider trading and abusive self-dealing.(v)Processes and procedures for general shareholder meetings shall allow for equitable treatment of all shareholders.(vi)Procedures of listed entity shall not make it unduly difficult or expensive to cast votes.(d)Role of stakeholders in corporate governance: The listed entity shall recognise the rights of its stakeholders and encourage co-operation between listed entity and the stakeholders, in the following manner:(i)The listed entity shall respect the rights of stakeholders that are established by law or through mutual agreements.(ii)Stakeholders shall have the opportunity to obtain effective redress for violation of their rights.(iii)Stakeholders shall have access to relevant, sufficient and reliable information on a timely and regular basis to enable them to participate in corporate governance process.(iv)The listed entity shall devise an effective whistle blower mechanism enabling stakeholders, including individual employees and their representative bodies, to freely communicate their concerns about illegal or unethical practices.(e)Disclosure and transparency: The listed entity shall ensure timely and accurate disclosure on all material matters including the financial situation, performance, ownership, and governance of the listed entity, in the following manner:(i)Information shall be prepared and disclosed in accordance with the prescribed standards of accounting, financial and non-financial disclosure.(ii)Channels for disseminating information shall provide for equal, timely and cost efficient access to relevant information by users.(iii)Minutes of the meeting shall be maintained explicitly recording dissenting opinions, if any.(f)Responsibilities of the board of directors: The board of directors of the listed entity shall have the following responsibilities:(i)Disclosure of information:
