The Securities and Exchange Board of India (SEBI) has received the report of the High-Level Committee (HLC) constituted to conduct a comprehensive review of policies governing conflict of interest, disclosure norms, and related ethical matters pertaining to members and officials of SEBI. The committee formally submitted its report to the SEBI Chairperson on November 10, 2025, at SEBI Bhavan, Mumbai.
This marks a significant step in SEBI’s continuing commitment to maintaining transparency, integrity, and accountability within the organization, which plays a pivotal role in regulating India’s securities markets.
Background and Composition of the Committee
At its board meeting held on March 24, 2025, SEBI decided to establish a high-level committee to reassess the existing mechanisms related to conflict of interest, asset disclosures, and other related provisions. Recognizing the evolving regulatory landscape and the need for enhanced governance standards, the Board mandated the HLC to propose a robust and contemporary framework for managing such matters.
The committee comprised eminent leaders and experts with extensive experience in governance, regulation, and finance. The members were:
- Shri Pratyush Sinha, IAS (Retd.), Former Chief Vigilance Commissioner – Chairman
- Shri Injeti Srinivas, IAS (Retd.), Former Secretary, Ministry of Corporate Affairs & Former Chairman, IFSCA – Vice Chairman
- Shri Uday Kotak, Founder & Director, Kotak Mahindra Bank
- Shri G. Mahalingam, Former Executive Director, RBI and Former Whole-Time Member, SEBI
- Shri Sarit Jafa, IA&AS (Retd.), Former Deputy Comptroller and Auditor General of India
- Prof. R. Narayanaswamy, Former Professor, IIM Bangalore
Objectives and Terms of Reference
The HLC was entrusted with the responsibility of reviewing existing policies and recommending improvements to ensure ethical conduct, eliminate conflicts of interest, and promote transparency. Its key Terms of Reference (ToR) included:
- Comprehensive Policy Review:
To examine existing SEBI policies and frameworks governing conflict of interest, asset disclosures, investments, and liabilities, and to identify any inconsistencies or ambiguities. - Framework for Conflict Management:
To propose a comprehensive mechanism for preventing, mitigating, and managing conflicts of interest. This includes suggesting a formal recusal policy, enhanced public disclosure requirements, investment restrictions, maintenance of digital records, and establishment of a monitoring framework. - Public Complaint Mechanism:
To design a system enabling members of the public to raise concerns regarding conflicts of interest or non-disclosure, and to establish clear procedures for investigating such complaints. - Additional Recommendations:
To address any other related governance or ethical matters that the committee deemed relevant.
Submission and Way Forward
After extensive deliberations, consultations, and review of global best practices, the HLC submitted its report to SEBI on November 10, 2025. The report provides detailed recommendations for strengthening SEBI’s internal governance and aligning it with international standards of regulatory ethics and accountability.
The recommendations of the committee are expected to further enhance SEBI’s institutional credibility and ensure that its decision-making processes remain free from bias, personal interest, or undue influence.
SEBI has stated that the report will be examined in detail, and appropriate measures will be taken to implement the committee’s recommendations in a phased and transparent manner.
This initiative underscores SEBI’s unwavering commitment to upholding the highest standards of governance, transparency, and integrity, reaffirming public trust in India’s capital market regulatory framework.