SEC officer in charge Dhammika Perera said the regulator did not want to micro-manage ESOPs or say how shares should be allocated as long as the true beneficiaries were shareholders.
"Any share option scheme should be in existence for the benefit of the employees," Perera told a forum of information technology companies that may be interested in listing their firms in Colombo.
"By the end of 2015, the shares which are vested with the share option schemes should be in the names of employees. The employees should have voting rights."
The rules came after some share ownership plans had undistributed shares for a long time and were seen as hidden tools to exercise control on the company by third parties such as promoters of founders.