Corporate Governance Report Must Be Reviewed by Full Board

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