Regulation 22: the vigil mechanism
- The listed entity formulates a vigil mechanism for directors and employees to report genuine concerns.
- It provides adequate safeguards against victimisation of directors, employees or any other person who uses it.
- It provides direct access to the chairperson of the audit committee in appropriate or exceptional cases.
The words "any other person" matter: protection is not only for employees.
Regulation 4: channels for concerns
Among the governance principles, the listed entity should devise an effective whistle-blower mechanism so that stakeholders, including employees and their representative bodies, can freely communicate their concerns about illegal or unethical practices.
Regulation 18: the audit committee reviews it
The audit committee's role, in Part C of Schedule II, includes reviewing the functioning of the whistle-blower mechanism. That review needs records: how many reports came in, how fast they were answered, and what happened.
Regulation 46: the website
The listed entity puts the details of its vigil mechanism and whistle-blower policy on its website.
Leaks of price-sensitive information (PIT Regulations)
Under Regulation 9A of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the whistle-blower policy also lets employees report a leak, or a suspected leak, of unpublished price-sensitive information, and the company makes them aware of it.
A policy that holds up
- Who can report: directors, employees, and anyone else the policy names, such as suppliers.
- How: channels that work for everyone, including anonymously, and how to reach the audit committee chair directly.
- What happens next: who receives a report, how conflicts are handled, and when the person hears back.
- Protection: what counts as victimisation, and what the company does about it.
- Records for the audit committee's review, and the policy on the website.
This guide explains the law in plain words. It isn't legal advice: check your own facts with your lawyer.