Regulation 26 - Appointment of Managing Director - Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018

Appointment of Managing Director 26. (1) The appointment, renewal of appointment and termination of service of the managing director of a depository shall be subject to prior approval of the Board. (2) Every depository shall, subject to the guidelines issued by the Board from time to time, determine the qualification, manner of appointment, terms and conditions of appointment and other procedural formalities relating to the selection/ appointment of the managing director. (3) The appointment of the managing director shall be for a term not exceeding five years: Provided that post the completion of first term as Managing Director, the depository shall conduct the appointment process afresh: Provided further that a person may be appointed as Managing Director by the depository for a maximum 1 [ period of ten years ] subject to a maximum age limit of sixty five years. (4) The managing director of a depository shall not- (a) be a shareholder or an associate of a shareholder of a depository or shareholder of an associate of a depository; (b) be a depository participant, or his associate and agent, or shareholder of a depository participant or shareholder of an associate and agent of a depository participant; or (c) hold any position concurrently in the subsidiary of a depository or in any other entity associated with a depository: Provided that the managing director of a depository may be appointed on the governing board, but not as managing director, of the subsidiary or associate of a depository. (5) The managing director shall be liable for removal or termination of services by the governing board of the depository with the prior approval of the Board for failure to give effect to the directions, guidelines and other orders issued by the Board, or the rules, instructions, the articles of association and bye-laws of the depository. (6) The Board may suo motu remove or terminate the appointment of the managing director if deemed fit in the interest of securities market: Provided that no managing director shall be removed unless he has been given a reasonable opportunity of being heard. (7) The conditions specified under this regulation for appointment of managing director shall be applicable to a person holding position as managing director in a depository on the date of commencement of these regulations. Explanation: For the purpose of sub-regulation (7), the applicability shall be determined post the completion of the existing term and the prior term(s) completed by a managing director on the governing board of a depository shall also be considered while determining the eligibility. *************** 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, of two terms not exceeding five years each