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of <h1>Regulation 23 Tightens Related Party Transaction Controls with Board Policies, Audit Committee Pre-Approval, Shareholder Oversight and Disclosures</h1> Regulation 23 mandates listed entities to adopt and periodically review a board-approved policy on materiality and handling of related party transactions, with specific thresholds (including distinct limits for SME-listed entities and brand royalty/usage). All related party transactions, material modifications, and certain subsidiary-level transactions require prior approval of the audit committee comprising only independent directors, with limited ratification allowed for small, non-material transactions. Material related party transactions and material modifications also need prior shareholder approval, with related parties barred from voting. Omnibus approvals by the audit committee and shareholders are permitted subject to defined conditions and validity periods. Specified intra-group, public sector, and government-related transactions are exempt, and periodic disclosure to stock exchanges and on the entity's website is required.
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