Regulation 21 - Risk Management Committee. - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Risk Management Committee. 21. (1) The board of directors shall constitute a Risk Management Committee. (2) 5 [ The Risk Management Committee shall have minimum three members with majority of them being members of the board of directors, including at least one independent director and in case of a listed entity having outstanding SR equity shares, at least two thirds of the Risk Management Committee shall comprise independent directors. ] (3) The Chairperson of the Risk management committee shall be a member of the board of directors and senior executives of the listed entity may be members of the committee. 1 [(3A) The risk management committee shall meet at least 6 [ twice ] in a 14 [ financial ] year.] 7 [ (3B) The quorum for a meeting of the Risk Management Committee shall be either two members or one third of the members of the committee, whichever is higher, including at least one member of the board of directors in attendance. (3C) The meetings of the risk management committee shall be conducted in such a manner that on a continuous basis not more than 12 [ two hundred and ten ] days shall elapse between any two consecutive meetings. ] (4) The board of directors shall define the role and responsibility of the Risk Management Committee and may delegate monitoring and reviewing of the risk management plan to the committee and such other functions as it may deem fit 2 [such function shall specifically cover cyber security]. 8 [ Provided that the role and responsibilities of the Risk Management Committee shall mandatorily include the performance of functions specified in Part D of Schedule II. ] 11 [ (5) The provisions of this regulation shall be applicable to: i. the top 1000 listed entities 13 [ **** ] ; and, ii. a high value debt listed entity . ] 10 [ (6) The Risk Management Committee shall have powers to seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary. ] *************** NOTES:- 1 Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, w.e.f. 1.4.2019. 2 Inserted ibid. 3 Substituted for 100 by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, w.e.f. 1.4.2019. 4. Inserted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/28 dated 29-07-2019 5. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as, The majority of members of Risk Management Committee shall consist of members of the board of directors 4 [ and in case of a listed entity having outstanding SR equity shares, at least two thirds of the Risk Management Committee shall comprise of independent directors ] . 6. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as once 7. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 8. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 9. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as 3 [500] 10. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 11. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as, (5) The provisions of this regulation shall be applicable to top 9 [ 1000 ] listed entities, determined on the basis of market capitalisation, as at the end of the immediate previous financial year. 12. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/177 dated 17-05-2024 w.e.f. 17-05-2024 before it was read as, one hundred and eighty 13. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/177 dated 17-05-2024 w.e.f. 31-12-2024 before it was read as, , determined on the basis of market capitalization as at the end of the immediate preceding financial year 14. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024