(1) The governing board of every recognised stock exchange and recognised clearing corporation shall include:
(a) shareholder directors;
(b) public interest directors; and,
(c) managing director.
(2) Subject to the prior approval of the Board, the chairperson shall be elected by the governing board from amongst the public interest directors.
(3) The number of public interest directors shall not be less than the number of shareholder directors on the governing board of a recognised stock exchange and recognized Clearing Corporation.
(4) The managing director shall be included in the category of shareholder directors.
(5) Any employee of a recognised stock exchange or recognised clearing corporation may be appointed on the governing board in addition to the managing director and such director shall be deemed to be a shareholder director.
(6) No trading member or clearing member or their associates and agents, irrespective of the stock exchange / clearing corporation of which they are members, shall be on the governing board of any recognised stock exchange or recognised clearing corporation.
(7) For the purposes of sub-regulation (6) above, a person who is a director in an entity, that itself is a trading member or clearing member or has associate(s) as trading member(s) or clearing member(s) shall be deemed to be a clearing member or trading member:
Provided a person shall not be deemed to be clearing member and / or trading member or their associate for the purpose of sub-regulation (6), if he/she is on the board of a public financial institution or bank which is in public sector, or which either has no identifiable ultimate promoter, or the ultimate promoter is in public sector or has well diversified shareholding , and such Public Financial Institution or Bank or its associate is a clearing member and / or trading member:
Provided further that the independent directors of the associates of Public Financial Institution or Bank in public sector, who are clearing member and/or trading member and where the majority shareholding is that of such public Financial institution or bank in the public sector, shall not be deemed to be a clearing member and / or trading member for the purpose of sub-regulation (6).
(8) The appointment of director shall be subject to the fulfillment of other requirements and satisfaction of the Board.
(9) A recognised stock exchange and recognised clearing corporation, shall monitor and ensure the compliance of sub-regulation (6) on continuous basis, to ensure that directors appointed, on their governing board, do not get associated with trading member or clearing member after approval of appointment.
(10) The number of public interest directors shall not be less than the number of shareholder directors to constitute the quorum for the meeting of the governing board.
(11) The voting on a resolution in the meeting of the governing board shall be valid only when the number of public interest directors that have cast their vote on such resolution is equal to more than the number of shareholder directors who have cast their vote on such resolution.
(12) The casting vote in the meetings of the governing board of a recognised stock exchange or a recognised clearing corporation shall be with the chairperson of the governing board.
(13) No foreign portfolio investor shall have any representation in the governing board of a recognised stock exchange or a recognised clearing corporation.
Conditions of appointment of directors