SEBI has announced sweeping changes to improve oversight of market infrastructure institutions, appointing new executive directors, establishing local offices, and enhancing governance and transparency measures to strengthen investor interests and market resilience.
Recently, the Securities and Exchange Board of India (SEBI) has undertaken a series of significant governance reforms aimed at strengthening the functioning and oversight of market infrastructure institutions (MIIs), including stock exchanges and clearing houses. The primary goal is to ensure that investor interests are prioritized over commercial gains by clarifying and limiting the powers of exchange leaders, along with clearly defining their roles and responsibilities.
During a board meeting held on September 12, 2025, SEBI approved the appointment of two executive directors (EDs) of appropriate stature and independence. These EDs will oversee critical operational and regulatory functions and will also serve on the governing boards of MIIs, reporting directly to the managing directors (MDs). The appointments are intended to facilitate better leadership succession planning and introduce a more balanced governance structure. The process of appointing or removing these EDs will follow procedures similar to those for MDs, with inputs from the nomination and remuneration committee.
SEBI highlighted a significant hierarchy gap between MDs and key managerial personnel (KMPs) involved in critical operations, noting that current regulations do not clearly prescribe the roles and responsibilities of MDs and KMPs. Moreover, there are no norms regarding MDs' directorships outside subsidiaries, emphasizing the need for clearer governance standards.
To bolster regulatory oversight and local engagement, SEBI also plans to establish local offices in key cities across India in a phased manner. In the initial phase, offices will be set up in eight cities: Chandigarh, Jaipur, Lucknow, Guwahati, Bhubaneswar, Vijayawada, Hyderabad, and Bengaluru. These offices are expected to enhance SEBI’s connection with investors and intermediaries, especially in smaller segments like SMEs, startups, REITs, and non-profits. They will also improve monitoring of unregulated activities and enable more effective local market intelligence collection.
Additionally, SEBI is proposing to appoint senior officers—headings such as trading, risk, and compliance—who will hold positions of equal stature to MDs. These officers will be responsible for reporting regularly to both the MIIs’ boards and SEBI, with quarterly meetings to be conducted by SEBI’s regulatory and risk management committees (excluding MDs). The officers will be barred from holding board memberships elsewhere to ensure independence and reduce conflicts of interest.
SEBI’s ongoing initiatives also include refining conflict-of-interest regulations, especially following recent allegations against former chairperson Madhabi Puri Buch. The authority plans to establish a committee to update existing conflict rules, with an emphasis on increasing disclosures from members. Furthermore, the asset threshold for foreign portfolio investors requiring detailed disclosures has been raised to 500 billion rupees ($5.84 billion). Stricter rules for hiring senior officials in market institutions have been introduced, including mandatory engagement of external agencies for candidate recommendation, re-appointment and termination procedures subject to regulatory oversight, and cooling-off periods before joining competitors.
On ownership structures, SEBI is exploring ways to diversify the ownership of equity clearing corporations, which are currently wholly owned by stock exchanges. Broader ownership aims to enhance their financial and operational independence, ensuring they function primarily in the public interest rather than profit motives. SEBI has proposed options for allowing existing shareholders or directly permitting exchange shareholders to hold stakes, with the goal of strengthening the stability and resilience of these entities.
Further tightening regulations involve appointing more influential public interest directors (PIDs) on the boards of stock exchanges and clearing houses. As per recent amendments, SEBI can now appoint three PIDs who will play a crucial role in overseeing governance, technology, cyber security, and risk management issues. These directors will meet separately at least once every six months to discuss critical matters and submit reports to SEBI, thereby increasing oversight and accountability.
To provide further governance oversight, SEBI has formed an ad hoc committee comprising MDs and CEOs from prominent exchanges and depositories such as NSE, BSE, NSDL, and CDSL. This committee will evaluate current governance norms and recommend enhancements to the board composition, roles of public interest directors, and the functioning of committees like risk management and audit. They are expected to submit their report within three months.
Overall, these reforms reflect SEBI’s ongoing commitment to building a resilient, transparent, and investor-centric market infrastructure that adapts to an evolving financial landscape. By strengthening governance frameworks, improving oversight, and increasing local engagement, SEBI aims to foster long-term stability and trust in India’s capital markets.
Source: Noah Wire Services
Verification / Sources
- https://www.thehindubusinessline.com/markets/sebi-curbs-powers-of-stock-exchange-chiefs-strengthens-mii-governance/article70042852.ece - Please view link - unable to able to access data
- https://www.reuters.com/sustainability/boards-policy-regulation/india-markets-regulator-proposes-limit-powers-stock-exchange-chiefs-2025-06-24/ - India's Securities and Exchange Board (SEBI) has proposed enhancing board oversight across key operations of market infrastructure institutions (MIIs), including trading, risk, and compliance functions. A new consultation paper outlines the requirement for MIIs—which include exchanges and depositories—to appoint two senior officers to independently head trading and risk/compliance operations. These officers must be of stature comparable to the Managing Director (MD) and will become part of the MII governing board. Under the proposal, SEBI’s regulatory and risk management committee would hold quarterly meetings with the appointed officers, excluding the MD. The new officers are also mandated to report to both the MII board and SEBI every three months and are barred from holding board memberships elsewhere. This proposal follows SEBI’s recent move to expand board oversight of senior positions within MIIs, aiming to further regulate power distribution and support steps toward a public listing of India's leading derivatives exchange.
- https://www.reuters.com/world/india/india-markets-regulator-review-provisions-members-conflict-interest-2025-03-24/ - The Securities and Exchange Board of India (SEBI) will establish a committee to review conflict of interest provisions for its members, as per an announcement on Monday in the first meeting led by the new chairman, Tuhin Kanta Pandey. This follows allegations of a conflict of interest against the previous chief, Madhabi Puri Buch, related to investigations into the Adani group. The committee aims to update the 17-year-old regulations and increase disclosures from SEBI members. Additionally, SEBI approved raising the asset threshold for foreign portfolio investors requiring granular disclosures to 500 billion rupees ($5.84 billion). The regulator also introduced stricter rules for senior positions at market institutions, mandating governing body approval for major roles and prescribing cooling-off periods for key posts before joining a competitor.
- https://www.reuters.com/world/india/india-markets-regulator-proposes-more-diversified-ownership-equity-clearing-corporations-2024-11-22/ - India's markets regulator is proposing more diversified ownership of equity clearing corporations, which are currently fully owned by the country's exchanges. A clearing corporation is responsible for the confirmation, settlement, and delivery of trades. Broad-basing and diversifying the ownership of clearing corporations would help strengthen their financial and operational independence and ensure they can operate primarily ... . To achieve diversification, SEBI has proposed and sought ... . The first option is to allow existing ... . The exchange can then be required to ... SEBI proposed. Alternatively, shareholders of exchanges can directly ... . Present regulations require stock exchanges to own ... . SEBI said that clearing corporations ... "profit-making" entities and evolve a "reasonable" fee model that allows them to ... . Clearing corporations will continue to be prohibited ... . SEBI has sought comments on ... .
- https://www.reuters.com/world/india/indias-regulator-proposes-tighter-hiring-rules-top-jobs-market-institutions-2024-11-22/ - India's Securities and Exchange Board of India ... has proposed stricter hiring rules for top positions at market infrastructure institutions (MIIs) such as stock exchanges, clearing firms, and depositories. According to a consultation paper released on Friday, SEBI suggested that MIIs engage an independent external agency to identify and recommend candidates for key roles like compliance officer, chief risk officer, and chief technology officer. The recommendations from the external agency would be submitted to the MIIs, but the final decision would rest with the institution's board after considering SEBI's feedback. The proposal aims to ensure that key personnel operate independently of short-term commercial interests. SEBI also suggested that re-appointments and terminations of key personnel should be based on the institution's nomination committee's recommendations, with final approval from the board following a regulatory review. Additionally, a mandatory cooling-off period was proposed for key managerial personnel and directors before they could join competing institutions. Public comments on the proposals are invited until December 12th.
- https://www.thehindubusinessline.com/markets/sebi-will-have-more-influence-over-stock-exchange-board-through-pids/article66591383.ece - SEBI will exercise more power in board-related appointments of stock exchanges and clearing corporations (CCs). As per the latest amendment to the rules governing exchanges and CCs, SEBI can now appoint three public interest directors (PIDs) on the board of stock and commodity exchanges and CCs. Experts say such a rule will impede the day-to-day functioning of the exchanges and CCs. The rules also suggest that exchanges and CCs should appoint a chief risk officer to identify, monitor and initiate steps to mitigate the risk associated with the functioning of the organisation. More provisions have been made to give PIDs more dominance on the board. The rules say that PIDs should meet separately, at least once in six months, to exchange views on critical issues and submit a report to SEBI and their respective organisation. They should assess the performance of managing directors on a continuous basis, identify important issues which may involve conflict of interest or may have significant impact on the functioning of the organisation and report to SEBI. PIDs will have regular oversight on the observations of SEBI inspection, particularly on issues of governance standards, technology and cyber security, and system audit and cyber security audit observations.
- https://www.thehindubusinessline.com/markets/sebi-appoints-committee-to-refine-exchanges-other-key-market-institutions/article65290746.ece - Market regulator SEBI on Monday constituted an ad hoc committee of experts to strengthen the governance norms of market infrastructure institutions (MIIs)—stock and commodity exchanges, clearing corporations, depositories and other KYC agencies. The committee includes MD & CEOs of NSE, BSE, NSDL and CDSL. The committee will review the existing governance norms and suggest measures to strengthen them, including the role of public interest directors, the composition of the board, and the functioning of the nomination and remuneration committee. The committee will also look into the role of the risk management committee and the audit committee, and suggest measures to improve their functioning. The committee will submit its report within three months.
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The draft above was created using the information available at the time the story first emerged. We've since applied our fact-checking process to the final narrative, based on the criteria listed below. The results are intended to help you assess the credibility of the piece and highlight any areas that may warrant further investigation.
Freshness check
Score: 8
Notes: The narrative presents recent developments in SEBI's governance reforms, with the earliest known publication date being September 12, 2025. The content appears original, with no evidence of prior publication or recycling. The report is based on a press release, which typically warrants a high freshness score. No discrepancies in figures, dates, or quotes were identified. The narrative includes updated data and introduces new material, justifying a higher freshness score.
Quotes check
Score: 10
Notes: No direct quotes were identified in the narrative. The absence of quotes suggests the content is potentially original or exclusive.
Source reliability
Score: 9
Notes: The narrative originates from a reputable organisation, The Hindu BusinessLine, which is known for its credible reporting. This strengthens the reliability of the information presented.
Plausability check
Score: 9
Notes: The claims made in the narrative are plausible and align with SEBI's recent initiatives. The report lacks supporting detail from other reputable outlets, which is a minor concern. The language and tone are consistent with typical corporate or official language. No excessive or off-topic detail unrelated to the claim was noted. The tone is appropriately formal and informative.
Overall assessment
Veredict (FAIL, OPEN, PASS): PASS
Confidence (LOW, MEDIUM, HIGH): HIGH
Summary: The narrative presents original and timely information on SEBI's governance reforms, sourced from a reputable organisation. The absence of direct quotes and supporting details from other reputable outlets are minor concerns but do not significantly impact the overall credibility. The content is plausible, with no inconsistencies or signs of disinformation. Therefore, the overall assessment is a PASS with high confidence.