Restrictions on insider compensation arrangements: approval and shareholder ratification required for agreements affecting dealings in listed securities. Prohibits employees, key managerial personnel, directors or promoters from entering into compensation or profit sharing agreements with shareholders or third parties in connection with dealings in the listed entity's securities without prior board approval and approval of public shareholders by ordinary resolution; requires disclosure to stock exchanges of agreements entered during the preceding three years; requires subsisting agreements to be placed before the board and, if board approved, before public shareholders by ordinary resolution with interested persons abstaining from voting; defines 'interested person' as a voting rights holder directly or indirectly interested in such agreements.