Regulation 26: Directorship and Committee Limits

Regulation 26 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.

Two caps, counted differently, and a third rule about disclosure that makes both enforceable.

The directorship cap counts listed entities. The committee cap counts committee positions across all public companies — but only two kinds of committee. Mixing the two counting bases is the standard error, and it produces a director who believes they are within the limits and is not.

A director may hold office in no more than seven listed entities. A person serving as whole-time director or managing director in any listed entity may be an independent director in no more than three listed entities. Separately, a director may be a member of at most ten committees and chairperson of at most five, counted across all public companies — but only the audit committee and the stakeholders relationship committee count.

The directorship cap: Regulation 17A

The second rule is the one that catches senior executives. A managing director of one listed company who sits as an independent director on four others is over the limit, regardless of how comfortably they are inside the seven.

These sit alongside the Companies Act limits — twenty companies in all, of which not more than ten may be public companies. Both sets apply, and the stricter one binds in any given situation.

The committee cap: Regulation 26

A director shall not be:

• a member of more than ten committees; or
• chairperson of more than five committees,

across all public limited companies in which he is a director — including public companies that are not listed, and including private companies that are subsidiaries of a public company, since those are treated as public companies for this purpose.

Only two committees count for the limit: the audit committee and the stakeholders relationship committee. Nomination and remuneration committees, risk management committees, CSR committees and every other body are outside the count.

This is where directors and company secretaries diverge on the arithmetic. A director on eight audit committees and six nomination committees is at eight, not fourteen.

Chairmanship is counted within membership, not in addition to it — a chairperson is also a member. And the limit is tested at the point of appointment, so a director must know their existing positions before accepting another.

The disclosure that makes it work

Every director must inform the listed entity about the committee positions they occupy in other listed entities, and notify changes as they arise.

That obligation runs from the director to the company, not the other way. A company secretary cannot verify a director's positions across other boards without being told, which is why the annual declaration and the change intimation are the operative controls. Most companies collect them once a year with the independence declarations, which is sensible — provided the change intimation is genuinely acted upon in between.

The positions held are then disclosed in the corporate governance report in the annual report — number of directorships, committee memberships and chairmanships in other listed entities — which is what makes the caps publicly testable.

The other things Regulation 26 does

Code of conduct. All board members and senior management must affirm compliance with the company's code of conduct on an annual basis, and the annual report contains a declaration signed by the CEO stating that they have done so.

The declaration is by name and by role. It is not a general statement that the company has a code.

Shareholding by non-executive directors. Non-executive directors must disclose their shareholding, held either by themselves or on a beneficial basis for any other person, in the listed entity in which they are proposed to be appointed as directors — and this is disclosed in the notice of the general meeting at which the appointment is put to shareholders.

The point is that shareholders voting on a non-executive appointment should know what stake the candidate already holds.

Compensation agreements need approval. No employee — including a key managerial personnel, director or promoter — may enter into any agreement with any shareholder or third party with regard to compensation or profit sharing in connection with dealings in the securities of the listed entity, unless prior approval of the board and of the public shareholders by ordinary resolution has been obtained.

Existing agreements of that kind had to be brought to the board and to shareholders as part of the transition. The provision targets the arrangement where a private equity investor separately incentivises the management of its portfolio listed company — a payment the company's own shareholders would otherwise never see. Board of directors under Regulation 17 →

Key takeaways

• Seven listed directorships; three independent ones if you are a WTD or MD anywhere listed.
• Ten committee memberships, five chairmanships, across all public companies.
• Only audit and stakeholders relationship committees count.
• Chairmanship is inside membership, not additional.
• Companies Act limits apply too — the stricter binds.
• Directors must notify their positions and any change — the company cannot find out otherwise.
• Compensation agreements with shareholders need board and public shareholder approval.

Read next

• Regulation 17: Board of Directors of a Listed Entity
• Regulation 25: Independent Directors of a Listed Entity
• Regulation 18: The Audit Committee of a Listed Entity
• Regulation 34: The Annual Report and BRSR

Disclaimer: Positions stated as on 5 September 2026. Verify the current text of the Listing Regulations and the corresponding Companies Act limits before relying on any number here.