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TMI BlogMinimum Standards for Code of Conduct to Regulate, Monitor and Report Trading by InsidersX X X X Extracts X X X X X X X X Extracts X X X X ..... be handled within the organisation on a need-to-know basis and no unpublished price sensitive information shall be communicated to any person except in furtherance of 5 [****] legitimate purposes, performance of duties or discharge of 5 [****] legal obligations. The code of conduct shall contain norms for appropriate Chinese Walls procedures, and processes for permitting any designated person to cross the wall . 3. 6 [ Designated Persons and immediate relatives of designated persons ] in the organisation shall be governed by an internal code of conduct governing dealing in securities. 7 [****] 4. 22 [ (1) ] Designated persons may execute trades subject to compliance with these regulations. Towards this end, a notional trading window shall ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... preferential allotment or tendering of shares in a buyback offer, open offer, delisting offer 27 [ or transactions which are undertaken through such other mechanism as may be specified by the Board from time to time ] . ] 5. The timing for re-opening of the trading window shall be determined by the compliance officer taking into account various factors including the unpublished price sensitive information in question becoming generally available and being capable of assimilation by the market, which in any event shall not be earlier than forty-eight hours after the information becomes generally available. 9 [****] 6. When the trading window is open, trading by designated persons shall be subject to preclearance by the compliance officer, i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rsuant to exercise of stock options. ] 11. The code of conduct shall stipulate such formats as the board of directors deems necessary for making applications for pre-clearance, reporting of trades executed, reporting of decisions not to trade after securing pre-clearance, 13 [****] and for reporting level of holdings in securities at such intervals as may be determined as being necessary to monitor compliance with these regulations. 28 [ 12. Without prejudice to the power of the Board under the Act, the code of conduct shall stipulate the sanctions and disciplinary actions, including wage freeze, suspension, recovery, etc., that may be imposed, by the listed company required to formulate a code of conduct under sub-regulation (1) of regulat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... least 25% 26 [ of the annual income of such designated person, ] but shall exclude relationships in which the payment is based on arm s length transactions. ] 21 [ 15. Listed entities shall have a process for how and when people are brought inside on sensitive transactions. Individuals should be made aware of the duties and responsibilities attached to the receipt of Inside Information, and the liability that attaches to misuse or unwarranted use of such information. ] **************** NOTES:- 1. Omitted vide SEBI/LAD-NRO/GN/2018/59 Dated 31-12-2018 w.e.f. 01-04-2019 before it was read as and sub-regulation (2) 2. Inserted vide SEBI/LAD-NRO/GN/2018/59 Dated 31-12-2018 w.e.f. 01-04-2019 3. Substituted vide SEBI/LAD-NRO/GN/2018/59 Dated 31-1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f such designated person is in possession of unpublished price sensitive information even if the trading window is not closed. 11. Omitted vide SEBI/LAD-NRO/GN/2018/59 Dated 31-12-2018 w.e.f. 01-04-2019 before it was read as, 7. The compliance officer shall confidentially maintain a list of such securities as a restricted list which shall be used as the basis for approving or rejecting applications for preclearance of trades. 12. Inserted vide SEBI/LAD-NRO/GN/2018/59 Dated 31-12-2018 w.e.f. 01-04-2019 13. Omitted vide SEBI/LAD-NRO/GN/2018/59 Dated 31-12-2018 w.e.f. 01-04-2019 before it was read as recording of reasons for such decisions 14. Inserted vide SEBI/LAD-NRO/GN/2018/59 Dated 31-12-2018 w.e.f. 01-04-2019 15. Substituted vide SEBI/LA ..... X X X X Extracts X X X X X X X X Extracts X X X X
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