Sebi mulls capping tenure of stock exchange CEOs to maximum two 5-yr terms

Sebi is planning to bring in new ownership norms for setting up of stock exchanges as it feels that entry of new players can benefit investors with better product choices and effective cost structures

Regulator Sebi is considering capping tenure of stock exchange CEOs to maximum two terms of five years each, as part of an overhaul of regulations for ownership and governance norms for market infrastructure institutions.

Besides, the watchdog is planning to bring in new ownership norms for setting up of stock exchanges as it feels that entry of new players can benefit investors with better product choices and effective cost structures, a senior official said.

At its next board meeting scheduled for June 21, Sebi would propose coming out with a consultation paper for various regulatory and procedural requirements for setting up of MIIs, including stock exchanges.

Sebi is also looking to harmonise the shareholding limit across stock exchanges, clearing corporations and depositories, according to a senior official.

Further, it is proposed to expand the definition of key managerial personnel at these institutions whereby a person up to two levels below MD/ CEO would be deemed as a key managerial personnel.

In March this year, a committee, headed by former RBI Deputy Governor R Gandhi, had submitted a report on the review of regulations and relevant circulars pertaining to MIIs (Market Infrastructure Intermediaries) in March this year.

Based on the panel's recommendations, Sebi plans to change the existing norms in this regard.

"A person may serve as MD/ CEO of an MII for a maximum of two terms of up to five years each or up to 65 years of age, whichever is earlier," the official said, adding that it would also be applicable for serving MDs and CEOs of such institutions.

At present, Sebi norms do not stipulate maximum tenures for MD/ CEO of MIIs.

The watchdog is looking at harmonising the shareholding limit across all MIIs whereas there are restrictions now.

While foreign entities can have up to 15 per cent stake in stock exchanges, the same is limited to 5 per cent in the case of clearing corporations and depositories.

The official said it is proposed that entities which are presently holding more than 15 per cent shareholding in the depository as a sponsor might be allowed to reduce their stake to 15 per cent over five years or a specified period.

Further, the official noted that the cap of 15 per cent on shareholding for a limited category of investors in MIIs might act as a disincentive in setting up such entities.

"Further, other regulatory and procedural requirements relating to setting up an MII may also require modification to facilitate creative innovation and competition in the MII space," he said.

Among others, Sebi is in agreement with the committee's proposal that disclosure of compensation ratio would help in having requisite transparency in the pay structure, according to the official.

Another proposal is to have at least an equal number of public interest directors and shareholder directors on the governing bodies and committees of the MIIs. In case, there are equal votes on a particular matter, then the chairman concerned would have the casting vote. The chairman is a public interest director.

The regulator also plans to streamline SAST (Substantial Acquisition of Shares and Takeovers) regulations and review share buyback norms.

According to the official, Sebi would also consider changes in its recruitment and promotion policies. Besides, it is considering reducing cooling off period of employees, after resignation or retirement, from two years to one year.