Authored by Anish V
The Securities and Exchange Board of India (“SEBI”), through an informal guidance dated 6 February 2026 has clarified that the quarterly compliance report on corporate governance required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) must necessarily be placed before the Board of Directors, and that oversight by a committee of the Board cannot be treated as sufficient compliance with the requirement. The clarification was issued in response to a interpretative letter from Punjab National Bank (“PNB”) under the SEBI (Informal Guidance) Scheme, 2025.
Background of the Request for Guidance
PNB sought interpretative guidance from SEBI regarding compliance with Regulation 27 of the LODR Regulations, read with SEBI’s circular dated 31 December 2024 (“Circular”) relating to implementation of recommendations of the Expert Committee for facilitating ease of doing business for listed entities.
Under this framework, listed entities are required to file an Integrated Filing (Governance) Report on a quarterly basis and provide an affirmation that the report has been placed before the Board of Directors of the listed entity.
PNB highlighted that the Reserve Bank of India (Commercial Banks – Governance) Directions, 2025 (“RBI Directions”), issued on 28 November 2025, permits Public Sector Banks (“PSBs”) to assign matters relating to statutory and regulatory compliance to a committee of the Board, with the objective of enabling the Board to focus other aspects.
In view of this provision under the RBI Directions, PNB sought SEBI’s clarification as to whether the oversight of the quarterly Integrated Governance Report could be delegated to the Audit Committee or another committee of the Board.
SEBI’s Observations
Requirement under LODR Regulations
SEBI noted that, as per the terms of Regulation 27(2)(a) of the LODR Regulations, a listed entity is required to file the compliance report on corporate governance on a quarterly basis within thirty days from the end of such quarter.
Further, the LODR Regulations requires the listed entity to confirm that the compliance report for the relevant quarter or the previous quarter has been placed before the Board of Directors (along with disclosure of any comments, observations, or advice provided by the Board).
Relationship Between RBI Directions and LODR Regulations
SEBI observed that the RBI Directions permit PSBs to assign certain compliance-related matters to a committee of the Board. However, it was clarified that the requirements under Regulation 27 of LODR Regulations read with the Circular is distinct and operates independently from the requirements of the said RBI Directions.
Accordingly, compliance with the requirements of the RBI Directions, which is satisfied by placing compliance report to the committee of the Board, does not satisfy the specific obligation under the LODR framework requiring placement of the corporate governance compliance report before the Board of Directors.
Through this interpretative guidance, SEBI highlights the importance of Board-level oversight and clarifies that while sectoral regulators such as the RBI may permit delegation of certain compliance functions to Board committees, such delegation cannot substitute explicit requirements under SEBI’s framework.
