The Compliance Officer, who reports directly to the Board, is the primary person responsible for administering the regulations. As a result, certain information must be regularly and proactively submitted to the Board to ensure they are fulfilling their duties.

Here's a breakdown of what needs to be submitted to the Board in terms of the SEBI PIT Regulations:

1. Initial Adoption and Amendments to Codes
  • Code of Conduct: The Board is responsible for approving the company's "Code of Conduct" to regulate, monitor, and report trading by designated persons and their immediate relatives. Any subsequent amendments to this code must also be approved by the Board.
  • Code of Fair Disclosure: The Board must also adopt a "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)." This code dictates how the company will handle and disseminate UPSI.

2. Periodic Compliance Reports
The Compliance Officer is required to provide regular reports to the Board and/or the Audit Committee. These reports serve to keep the Board informed about the overall state of compliance. The content of these reports should include:
  • Details of Trading: A summary of all trades executed by designated persons and their immediate relatives, including a review of trades for which pre-clearance was sought and granted.
  • Violations: Any instances of non-compliance with the Code of Conduct or the regulations, including details of the violations and the actions taken. This includes details of disciplinary actions, if any.
  • Leaking of UPSI: A report on any reported or suspected leaks of UPSI, the findings of any inquiry, and the steps taken to address the leak and prevent recurrence.
  • Whistleblower Reports: A summary of any reports received under the company's whistleblower policy related to insider trading, and the status of the investigation.
  • Effectiveness of Controls: A review of the effectiveness of the internal controls to ensure that the code and the regulations are being followed. This is a critical aspect, especially for the Audit Committee.

3. Specific Approvals and Decisions
Certain matters require specific Board approval or are a direct responsibility of the Board under the regulations.
  • Legitimate Purposes: The Board must formulate a policy for "legitimate purposes" for which UPSI can be shared.
  • Structured Digital Database (SDD): The Board must ensure that a robust and non-tamperable Structured Digital Database is maintained, and they should be apprised of the status of this database.
  • Disclosures of UPSI: In special circumstances, such as in connection with a transaction that involves an open offer under takeover regulations, the Board must give an "informed opinion" that sharing UPSI is in the company's best interest. This decision must be documented and a confidentiality agreement must be in place.
  • Trading Plans: When a designated person presents a trading plan, the Compliance Officer reviews it, but the Board is ultimately responsible for ensuring the plan's integrity and adherence to the regulations. While the Compliance Officer approves the plan, the Board should be informed of the plan's public disclosure and its execution.

4. Specific Approvals and Decisions
Regulation 9A of the SEBI PIT Regulations mandates that the Audit Committee of a listed company, or the Board where there is no Audit Committee, shall review compliance with the provisions of the regulations at least once a year. The Board must ensure that adequate internal controls are in place and that the Compliance Officer and other relevant persons are fulfilling their responsibilities.
In summary, the information that needs to be submitted to the Board goes beyond simple data. It includes the adoption of policies, a detailed report on compliance activities and violations, and specific decisions that require Board-level approval, all with the ultimate goal of ensuring the company's and its insiders' strict adherence to the law.