SEBI adopts new code of conduct for board members to boost transparency, public confidence

4 min readMumbaiJul 16, 2026 12:54 AM IST

The code further requires WTMs to disclose negotiations for future employment while still in office. After leaving SEBI, whole-time members will be barred for two years from appearing before or against SEBI on behalf of any person in regulatory, adjudication, settlement, or approval matters, according to the code.

The Securities and Exchange Board of India (SEBI) has voluntarily adopted a comprehensive code of conduct for its board members, aimed at strengthening transparency, accountability and public confidence in the country’s capital markets.

Approved at the board meeting on June 19, 2026, the new code introduces stricter rules on investments, disclosures, conflicts of interest, gifts and post-retirement employment.

The code applies to both whole-time members (WTMs), including the chairperson, and part-time members (PTMs). It seeks to ensure that board members perform their duties fairly, independently and without personal or financial interests influencing regulatory decisions.

The regulator had formed the expert committee in March 2025 after former SEBI chief Madhabi Puri Buch faced allegations from now-defunct US-based short seller Hindenburg Research, of conflicts of interest. In August 2024, Hindenburg had alleged that Buch and her husband, Dhaval Buch, had hidden stake in obscure offshore funds based in Bermuda and Mauritius linked to the Adani Group and were allegedly used in a money siphoning scandal. The Adani Group and the Buchs had denied the allegation.

According to the new code, one of the most significant provisions restricts WTMs from making fresh investments in equities, equity-linked instruments and equity or commodity derivatives during their tenure. Members joining SEBI with such investments must either sell them, freeze them until their term ends, or dispose of them under an approved trading plan. Existing holdings cannot be used to exercise voting rights while serving on the Board, it said.

The code also introduces extensive disclosure requirements. WTMs must declare details of family members, relatives, professional interests over the past three years, immovable properties, financial investments, liabilities, rental agreements, and significant financial transactions. These disclosures must be made at the time of joining, annually, and after leaving office. Any major changes, including property transactions or changes in family details, must be reported promptly. Certain information on immovable properties will also be made available to the public to improve transparency, the new SEBI code says.

Part-time members have comparatively lighter disclosure obligations. Ex-officio government representatives are exempt from some requirements if they already submit similar disclosures to their parent organisations. Other PTMs must disclose equity investments, professional interests, and annual transactions in securities, it said.

Conflict-of-interest safeguards, governance standards

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To prevent undue influence, the code prohibits WTMs and their family members from accepting gifts from anyone having official dealings with SEBI. While small tokens such as bouquets, diaries, or souvenirs are permitted, gifts exceeding Rs 50,000 from personal friends on social occasions must be reported to SEBI’s Office of Ethics and Compliance (OEC).

The code also strengthens conflict-of-interest safeguards. Board members must recuse themselves from discussions, decisions, and access to information involving entities where they or their close family members have significant financial, professional, or personal interests. Recusal may also be required if a member has close personal associations or substantial investments that could affect impartiality. A digital system will record all disclosures and recusals, while an annual summary of recusals will be published in SEBI’s Annual Report, it said.

Members of the public can also raise concerns about potential conflicts of interest by submitting evidence to the OEC. After reviewing the complaint and obtaining the member’s response, SEBI will determine whether recusal is necessary, the code says.

The code further requires WTMs to disclose negotiations for future employment while still in office. After leaving SEBI, whole-time members will be barred for two years from appearing before or against SEBI on behalf of any person in regulatory, adjudication, settlement, or approval matters, according to the code.

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By introducing stricter ethical standards, tighter investment restrictions, mandatory disclosures, and a structured conflict-management framework, SEBI aims to reinforce the integrity and independence of its leadership. The new code marks a significant step toward enhancing public trust and ensuring that India’s securities regulator operates with the highest standards of governance.

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George Mathew is an Associate Editor with The Indian Express, based in Mumbai. A veteran of financial journalism with nearly three decades of experience, he is one of the country’s most authoritative voices on banking, regulation, and the corporate sector.

Expertise & Focus Areas Mathew’s reporting covers the nerve center of India’s economy. His specialized beats include:

The Reserve Bank of India (RBI): He has tracked the central bank's policy evolution through the tenures of multiple Governors, offering deep insights into monetary policy, repo rates, and banking regulation.

Banking & Insurance: Extensive coverage of public and private sector banks, non-performing assets (NPAs), and key legislative reforms like the Insurance Amendment Bills.

Corporate Affairs: Mathew frequently breaks major stories related to India's largest conglomerates, with a specific focus on the Tata Group, documenting boardroom shifts and strategic decisions.

Financial Markets: Reporting on the complexities of Foreign Portfolio Investors (FPIs), IPOs, and currency fluctuations.

Authoritativeness & Insight With a career dating back to the late 1990s, Mathew possesses a rare institutional memory of India’s financial liberalization and market crises. His work is not limited to daily news; he frequently contributes to the "Explained" section, where he decodes complex financial legislations and market trends for a broader audience. His rigorous reporting has also been featured in scholarly platforms like the Economic and Political Weekly (EPW).

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