SEBI board approves conflict of interest code for WTMs, officials

The board has also referred to the government the recommendation on oversight of conflicts involving board members, including the creation of an Oversight Committee on Ethics and Compliance. This body is intended to strengthen independent supervision of disclosures and recusal decisions at the highest level.

• SEBI approves revised conflict of interest code for officials
• Key board member rules sent to Centre for approval
• New rules seek tougher disclosure and greater transparency

Did our AI summary help?

The board of Securities and Exchange Board of India on March 23 approved a revised code of conduct to govern conflicts of interest for its Whole-Time Members (WTMs) and officials, while referring certain critical provisions to the Central Government for consideration.

The decision comes following recommendations by a High-Level Committee (HLC) chaired by former Chief Vigilance Commissioner Pratyush Sinha. The panel had called for a comprehensive, legally enforceable system to replace the regulator’s existing and fragmented code.

According to the board’s decision, key recommendations relating specifically to board members will require government approval. These include the proposal to notify a separate set of regulations governing disclosures and conflict management for board members. Since the Central Government is the appointing authority and determines the terms of service of SEBI’s board, it will take the final call on these measures.

The board has also referred to the government the recommendation on oversight of conflicts involving board members, including the creation of an Oversight Committee on Ethics and Compliance. This body is intended to strengthen independent supervision of disclosures and recusal decisions at the highest level.

At the same time, SEBI will move ahead with internal reforms to operationalise the broader framework. These include amendments to the SEBI (Employees’ Service) Regulations, 2001, and a revision of the existing 2008 code on conflict of interest for board members. The regulator will also put in place systems and processes to implement a comprehensive conflict management mechanism across the organisation.

The new framework is designed to introduce stricter disclosure norms, enhanced transparency, and technology-driven monitoring of conflicts. It builds on the HLC’s recommendations for periodic disclosures of financial and non-financial interests, stronger recusal practices, and improved institutional oversight.

The committee had submitted its report to SEBI Chairman Tuhin Kanta Pandey in November last year, highlighting gaps in the current system and the need for a uniform, enforceable code aligned with global best practices.

SEBI’s move to approve the code while referring sensitive governance aspects to the government reflects a calibrated approach, balancing regulatory autonomy with statutory requirements. Once cleared, the proposed changes are expected to significantly tighten accountability standards for both board members and senior officials.

The decision was taken at the board meeting held in Mumbai on March 23, 2026.