Corporate Governance Report Must Be Reviewed by Full Board | SEBI
- Blog|News|Company Law|
- 2 Min Read
- By Taxmann
- |
- Last Updated on 9 February, 2026
Latest from Taxmann
Informal Guidance; Dated: 06.02.2026
The Securities and Exchange Board of India (SEBI) has clarified the manner in which the quarterly compliance report on Corporate Governance and the related affirmation under Regulation 27(2)(a) of the LODR Regulations, read with SEBI Circular dated 31 December 2024, are to be reviewed by listed entities.
1. Mandatory Placement Before the Board of Directors
SEBI has clarified that:
- The quarterly compliance report on Corporate Governance, along with the required affirmation, must be placed before the Board of Directors of the listed entity.
- Delegation of compliance monitoring to a Board committee, even if permitted under RBI norms, does not fulfil the requirement prescribed under the LODR Regulations.
The obligation is specifically to place the report before the full Board.
2. Inapplicability of Committee-Level Review
SEBI has expressly stated that:
- Review or monitoring of the compliance report by a Board committee
- Even where such delegation is allowed under sectoral regulations (such as RBI norms)
Cannot be treated as compliance with Regulation 27(2)(a) of the LODR Regulations.
3. Applicability to Public Sector Banks
The clarification applies to all listed entities, including:
-
Listed Public Sector Banks
Sector-specific governance frameworks do not dilute or override the requirements under the SEBI (LODR) Regulations.
4. Regulatory Intent
The clarification reinforces SEBI’s intent to:
- Ensure direct Board-level oversight of corporate governance compliance
- Strengthen accountability at the highest governance level
- Maintain uniform standards across all listed entities
5. Key Takeaway
- Placing the quarterly corporate governance compliance report before the Board is mandatory
- Committee-level review is insufficient, regardless of sectoral regulatory permissions
- The requirement applies uniformly to all listed entities, including PSBs
Click Here To Read The Full Update
Disclaimer: The content/information published on the website is only for general information of the user and shall not be construed as legal advice. While the Taxmann has exercised reasonable efforts to ensure the veracity of information/content published, Taxmann shall be under no liability in any manner whatsoever for incorrect information, if any.
Taxmann Publications has a dedicated in-house Research & Editorial Team. This team consists of a team of Chartered Accountants, Company Secretaries, and Lawyers. This team works under the guidance and supervision of editor-in-chief Mr Rakesh Bhargava.
The Research and Editorial Team is responsible for developing reliable and accurate content for the readers. The team follows the six-sigma approach to achieve the benchmark of zero error in its publications and research platforms. The team ensures that the following publication guidelines are thoroughly followed while developing the content:
- The statutory material is obtained only from the authorized and reliable sources
- All the latest developments in the judicial and legislative fields are covered
- Prepare the analytical write-ups on current, controversial, and important issues to help the readers to understand the concept and its implications
- Every content published by Taxmann is complete, accurate and lucid
- All evidence-based statements are supported with proper reference to Section, Circular No., Notification No. or citations
- The golden rules of grammar, style and consistency are thoroughly followed
- Font and size that’s easy to read and remain consistent across all imprint and digital publications are applied
Everything on Tax and Corporate Laws of India
To subscribe to our weekly newsletter please log in/register on Taxmann.com
CA | CS | CMA
