Compliance Officer — Listed Company
A Compliance Officer in a listed company is a senior management professional mandated under SEBI LODR Regulations and SEBI PIT Regulations to oversee statutory filings, manage trading window procedures, maintain the structured digital database, pre-clear designated person trades, and serve as the primary point of contact with stock exchanges and SEBI.
The role of Compliance Officer in a listed company is statutory, not merely advisory. SEBI LODR Regulation 6 requires every listed entity to designate a qualified Company Secretary as the Compliance Officer, who must be a key managerial person and must sign all filings made to the stock exchange. The Compliance Officer is personally accountable for the timeliness and accuracy of all regulatory submissions made to BSE and NSE.
Under the LODR, the Compliance Officer is responsible for ensuring that the company makes all required disclosures within prescribed timelines — including board meeting outcomes, quarterly and annual financial results, material events under Regulation 30, corporate governance reports, shareholding patterns, and annual reports. They must also maintain a register of events and updates and coordinate with the board and company secretary for timely approvals before disclosures are made public.
Under the PIT Regulations, the Compliance Officer has additional and particularly sensitive responsibilities. They must determine trading window open and closure periods in consultation with the board, notify designated persons of trading window status, receive and process pre-clearance requests for trades by designated persons above specified thresholds (typically Rs. 10 lakh), and maintain and preserve the Structured Digital Database (SDD) — the log of all persons who receive UPSI — for a minimum of eight years.
The Compliance Officer is also responsible for approving or rejecting Trading Plans submitted by designated persons, monitoring post-approval adherence to those plans, and periodically educating designated persons on PIT Regulation obligations. Any violation that comes to their notice must be reported to SEBI. This whistleblowing-adjacent obligation underscores the quasi-regulatory nature of the role.
SEBI has increasingly held Compliance Officers personally accountable through adjudication orders and consent proceedings when disclosure failures or insider trading violations occur at listed companies. This personal liability exposure has elevated the role to a senior leadership position, often reporting directly to the Board's Audit Committee. In companies with complex group structures, the Compliance Officer may manage a team of legal and secretarial professionals to fulfil all ongoing exchange and SEBI compliance requirements.