Can a senior person, say a Company Secretary or Chief Financial Officer, who is not reporting to the Board, act as Compliance Officer and update the Board on the transactions related to insider Trading Quarterly. Can the

Regulation 2(1)(c) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 defines Compliance Officer as any senior officer, designated so and reporting to the Board of Directors or Head of the Organization in case Board is not there, who is financially literate and is capable of appreciating requirements for legal and regulatory compliance under these regulations and who shall be responsible for compliance of policies, procedures, maintenance of records, monitoring adherence to the rules for the preservation of unpublished price sensitive information, monitoring of trades and the implementation of the codes specified in these regulations under the overall supervision of the Board of Directors of the listed company or the Head of the Organization, as the case may be. Further, in terms of regulation 9(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 read with Schedule B, the compliance officer shall report to the board of directors and in particular, shall provide reports to the Chairman of the Audit Committee, if any, or to the Chairman of the board of directors at such frequency as may be stipulated by the board of directors, but not less than once in a year. The functions and responsibility of the Compliance Officer are specified in Regulation 2(1)(c) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The company may at its discretion appoint any senior officer as the Compliance Officer, who necessarily report to the Board of Directors or Head of the Organization as the case may be. Appointing any other person shall not be in accordance with the Regulations. In light of the above provision, a senior person, either Company Secretary or Chief Financial Officer, who is not reporting to the Board cannot as a Compliance Officer. However, in case of appointing more than one person as Compliance Office, they shall be held jointly and severally responsible.