“This will not only help in achieving the separation of ownership from management but also reinforce a culture of professional management,” the discussion paper said.
The central bank said if any such rule was made on the basis of the paper, the CEO or WTD who has completed such 10 or 15 years in the bank would have two years or till the expiry of the tenure, whichever of the two affords the person a longer timeframe, to identify and appoint a successor. This then closes the case of some private bank CEOs trying to get a reappointment after they have turned 70, and puts the onus on them to put through a succession plan.
The discussion paper put together the best practices of corporate governance
in banks, and wanted to create a clearly definable separation between the board and the management. The central bank said board meetings should record the minutes, even the views of dissenting members.
“It must be ensured that the minutes of the meeting of the board as well as its committees are so recorded that it shall be possible to appreciate the quality of deliberations including individual directors view on the matter, independence of directors, critical decisions made, dissenting views expressed and discussed within the decision-making process,” the paper said.
The paper said the senior management of a bank must be responsible for unacceptable behaviour and weak management oversight, even as the board’s responsibilities won’t end with just appointing the senior management.
The board will be responsible for creating the culture and values of the bank, and should have an oversight on adherence to such values. It is also the board’s job to ensure that primary responsibility in operations lies with the senior management and the CEO. The board will have to ensure there is no conflict of interest either in management or in the bank’s dealings with its group entities. If there is such a conflict, the person concerned in the management or the board should remain at arm’s length.
The board has to ensure that the CEO and WTD are visible in championing the values of the bank, and must “face material consequences if there are persistent or high-profile conduct and value breaches”.
The board will have the powers to take disciplinary action on remuneration or career progression of a person if the values and code of conduct are breached.
The board must have well-established whistle-blower policies to ensure that every complaint can be investigated confidentially and independently. The board will have the responsibility to report any material concern directly to the RBI.
The nomination and remuneration committee of a board should comprise at least three non-executive directors.
The committee should promote a strong risk culture, and reassure that there is “no excessive, unquestioned dependence on the opinions of third parties including but not limited to advocates, valuers, auditors, etc., by ensuring that the opinions are verified properly and cautiously by, inter alia, cross checking the opinion by mandating that more than one opinion is sought”.
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