Regulation 24 - Composition of the governing board - Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018

CHAPTER V GOVERNANCE OF DEPOSITORY Composition of the governing board 24. (1) The governing board of every depository shall include: (a) 1 [ non-independent directors ] ; (b) public interest directors; and, (c) managing director. (2) Subject to prior approval of the Board, the chairperson shall be elected by the governing board from amongst the public interest directors. (3) The number of public interest directors shall not be less than the number of 1 [ non-independent directors ] on the governing board of a Depository. (4) The number of public interest directors shall not be less than the number of 1 [ non-independent directors ] to constitute the quorum for the meeting of the governing board. (5) The voting on a resolution in the meeting of the governing board shall be valid only when the number of public interest directors that have cast their vote on such resolution is equal to or more than the number of 1 [ non-independent directors ] who have cast their vote on such resolution. (6) The casting vote in the meetings of the governing board of the depository shall be with the chairperson of the governing board. (7) The managing director shall be included in the category of 1 [ non-independent directors ] . (8) Any employee of a depository may be appointed on the governing board in addition to the managing director, and such director shall be deemed to be a 1 [ non-independent directors ] : (9) No depository participant or their associates and agents, irrespective of the depository of which they are members, shall be on the governing board of a depository. (10) A person who is a director in an entity, that itself is a depository participant or has associate(s) as depository participant, he/she will be deemed to be a depository participant: Provided a person shall not be deemed to be Depository Participant or their associate for the purpose of sub-regulation 10, if he/she is on the board of a Public Financial Institution or Bank which is in public sector, or which has no identifiable ultimate promoter, or the ultimate promoter is in public sector or has well diversified shareholding, and such Public Financial Institution or Bank or its associate is a Depository Participant: Provided further that the independent directors of associates of Public Financial Institution or Bank in public sector, who is a Depository Participant and where the majority shareholding is that of such Public Financial Institution or Bank in public sector, shall not be deemed to be Depository Participant for the purpose of sub-regulation 10. (11) The appointment of director shall be subject to fulfillment of other requirements and satisfaction of the Board. (12) Depository shall monitor and ensure the compliance of sub-regulation 9 on continuous basis, to ensure that directors appointed, on their governing board, do not get associated with Depository Participant after approval and appointment. (13) No foreign portfolio investor shall have any representation in the governing board of a depository. 2 [ (14) (a) The governing board of the depository shall 3 [ consist of ] directors having the requisite qualifications and experience in the areas of capital markets, finance and accountancy, legal and regulatory practice, technology, risk management, and management or administration: Provided that the governing board of the depository shall 3 [ consist of ] at least one public interest director having the requisite qualification and experience in each of the areas of capital markets, finance and accountancy, legal and regulatory practice, and technology. (b) The depository may also appoint directors having qualification and experience in other areas which may be specific to them: Provided that the depository shall ensure that the governing board collectively 4 [ consists of ] directors with qualification and experience as specified at clause (a) above. ] ************ 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 2. Inserted 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) 3. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/147 dated 22-08-2023 before it was read as, comprise of 4. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/147 dated 22-08-2023 before it was read as, comprises of