The Securities and Exchange Board of India (SEBI) on December 12, 2025, issued a circular on provisions relating to the strengthening of governance of Market Infrastructure Institutions (MIIs), including Stock Exchanges, Clearing Corporations, and Depositories. The circular follows amendments approved by the SEBI Board to the SECC Regulations, 2018 and D&P Regulations, 2018, notified in the Official Gazette on November 21, 2025, which come into force from December 20, 2025.
The circular prescribes enhanced norms for the appointment, roles, responsibilities, and reporting structure of key managerial personnel, particularly Executive Directors (EDs) heading Critical Operations and Regulatory, Compliance, Risk Management, and Investor Grievances verticals. It mandates the inclusion of EDs on the Governing Board, transparent appointment processes, defined reporting lines, independent performance evaluation mechanisms, and revised oversight arrangements involving statutory committees, while also strengthening the functional independence of CTO, CISO, Compliance Officer, and Chief Risk Officer.
Further, SEBI has laid down a phased implementation roadmap for MIIs to appoint EDs within specified timelines and clarified the applicability of reporting and risk-related provisions. MIIs have been advised to put in place necessary systems, amend relevant byelaws and regulations, and disseminate the circular widely to market participants to ensure effective implementation in the interest of market integrity and investor protection.
[Circular No. HO/47/12/11(5)2025-MRD-POD3/I/196/2025]
