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TMI BlogGuidelines to Stock Exchanges, Clearing Corporations and DepositoriesX X X X Extracts X X X X X X X X Extracts X X X X ..... f the MII shall meet separately, at least once in every six months, to exchange views on critical issues concerning the MII. 1.1.2. All PIDs shall mandatorily attend such meetings. 1.1.3. The objectives of such meetings shall, inter alia , include the following: 1.1.3.1. To review the status of compliance with all applicable regulations, circulars, guidelines, letters issued by SEBI from time to time; 1.1.3.2. To review the functioning of Vertical-1 i.e. Critical Operations and Vertical-2 i.e. Regulatory, Compliance, Risk Management and Investor Grievances ; 1.1.3.3. To review the adequacy of resources (both financial and human) for functions under Verticals 1 and 2; 1.1.3.4. To identify important issues which may involve conflict of interest for the MII or may have significant impact on the functioning of the MII or may not be in the interest of securities market; and 1.1.3.5. To review the corrective steps taken by the MII on observations of SEBI inspections particularly on issues of governance standards, technology, cyber security, system audit and cyber security audit observations. 1.1.4. In order to achieve the above objectives, PIDs may discuss with the concerned Vertical Hea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... evance areas. 1.4.2. The MIIs may, however, subject to adherence to disclosure requirements as specified under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 not publicly disclose items which are of strategic/ confidential in nature and disclosure of which will put them in a disadvantageous business position. Such items should be classified as confidential along with reasons for such classification by their governing board. 1.4.3. The relevant agenda and minutes shall be disclosed within 7 working days from the date of approval of such minutes. 1.5. SOP for disciplinary actions against KMPs 1.5.1. All MIIs shall devise internal Standard Operating Procedures ( SOPs ) for undertaking disciplinary actions against KMPs for any non-compliance with regulatory provisions and internal guidelines. The policy shall be approved by Nomination and Remuneration Committee (NRC) and the Governing Board of the MII. 1.5.2. The SOP shall include list of actions that may be initiated against a KMP for breach of any provision, including advisory, warning, impact on annual increment or promotion, invocation of malus-clawback provisions, suspension, termination, amongst other ac ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vision and Monitoring Mechanism of MIIs 2.1. Mechanisms to monitor their Members or Participants 2.1.1. MIIs shall adopt advanced technologies such as Regulatory Technologies (RegTech) and Supervisory Technologies (SupTech) to further strengthen their regulatory and supervision mechanisms. 2.1.2. MIIs shall enable systems that require their members or participants (such as stock brokers, clearing members, depository participants, warehouse service providers) to make most of the submissions online and reduce reliance on physical information sharing. MIIs should be able to generate alerts and reports on such submissions to meet their regulatory and supervisory objectives. 2.1.3. MIIs shall disclose all material information pertaining to their members or participants on their website. Such information shall include aspects related to the following: 2.1.3.1. Details of number of investor complaints or grievances received against its members or participants, resolved and pending for the past 3 financial years (including the current financial year), to be updated on monthly basis; 2.1.3.2. Details of regulatory action taken against their members during the past 3 financial years; 2.1.3.3 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f powers for sharing of data. 4.3. The policy shall contain mechanisms to monitor the data being shared on a regular basis through technology and conduct periodic audits, at least once in six months (ending with September and March), to ensure compliance with the data sharing policy. 4.4. The policy shall be reviewed for its effectiveness annually by Standing Committee on Technology (SCOT). 4.5. Non-compliances (including data breaches and leakages of confidential and sensitive data), if any, shall be reported within 15 days to governing board of the MII and SEBI by the Compliance Officer (CO) along with remedial steps taken or to be taken in this regard. 4.6. Data sharing should be done on a non-discriminatory basis. 5. Appointment or Reappointment of Directors on the Governing Board 5.1. In terms of the SECC Regulations, 2018 and D P Regulations, 2018 , MIIs are required to forward at least two names to SEBI after the approval of their governing board. In this regard, as an ease of doing business measure, it has been decided to simplify the process further to make it a two stage process: 5.1.1. Stage 1: The MIIs shall submit brief profiles of at least two prospective candidates. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... atutory committees of MIIs and the functioning of the MII is not disrupted, the following reporting structures for KMPs shall be implemented by MIIs: 6.2.1. For CO: CO shall report to the MD. However, Regulatory Oversight Committee shall hold separate meeting with CO at least once a quarter without the presence of MD or any other executive. 6.2.2. For CRiO: CRiO shall report to the MD. However, Risk Management Committee shall hold separate meeting with CRiO at least once a quarter without the presence of MD or any other executive. 6.2.3. For CTO and CISO: CTO and CISO shall report to the MD. However, Standing Committee on Technology shall hold separate meeting with CTO and CISO at least once a quarter without the presence of MD or any other executive. 6.3. Currently, Nomination and Remuneration Committee (NRC) of the MII, while accessing the performance of KMPs, take reports or inputs from the functional heads or reporting authority, and observations received from SEBI, if any. In view of the above, it has been decided that for performance appraisal of CO, CRiO, CTO and CISO, in addition to the above requirements, NRC shall also take reports or inputs from relevant statutory commit ..... X X X X Extracts X X X X X X X X Extracts X X X X
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