Back to Basics of Corporate Governance, J&K Bank revives professionalism in its Board

Appoints eminent professionals as Independent Directors; State-subject Directors continue to maintain two-third majority

GKNN
Srinagar, Publish Date: Jun 19 2017 1:39AM | Updated Date: Jun 19 2017 1:39AM
Back to Basics of Corporate Governance, J&K Bank revives professionalism in its BoardFile Photo

In a significant development, J&K Bank has revived much needed professionalism in its board by inducting professionals of highest repute as independent directors on board of the bank. This has been done without altering the basic character of the board with two-third state-subject directors and maintaining Non State Subject seats within stipulated one third of total size.

 Following the approval of its shareholders at the 79th Annual General Meeting (AGM) held here today, the eminent personalities accredited with Nationwide recognition of their expertise in respective fields inducted in the board of the Bank are Mrs Vijayalakshmi R Iyer – Ex-CMD Central Bank of India(Presently Director with IRDA); Dr Sanjiv Agarwal - Fellow Member of the Institute of Chartered Accountants of India and Institute of Company Secretaries of India, Associate Member of the Institute of Chartered Secretaries and Administration, London (UK); Dr Pronab Sen - a renowned Economist; Sunil Chandiramani - Chartered Accountant,a qualified technologist and IT security specialist with a vast expertise in Corporate Governance; Rahul Bansal –  MBA from London with 17 years  of experience as an industrialist and D K Pandoh – Fellow Member of the Institute of Company Secretaries of India with 20 years of experience in taxation, company law and foreign exchange. The induction of Mrs Iyer as the woman Director on the Board  apart from ensuring compliance to the Regulatory guidelines shall bring in huge expertise of Bank Management as she has served as the Chairperson of one of the largest Banks of the Country.

While commenting on the developments, J&K Bank Chairman and CEO, Parvez Ahmed said, “Having Independent Directors on the Board was a statutory requirement. By virtue of the provisions of the Companies Act, 2013 read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015; the Bank had to compulsorily appoint not less than half of the total strength of the Board as Independent Directors. Since the Articles of Association of the bank did not contain any provision enabling the appointment of Independent Directors, we had to create provisions in our Articles of Association to enable us to secure mandatory compliance of  the statutory requirements under Companies Act 2013.”

The chairman was quick to add: “However, there is no change in the basic character of the Board composition. The objective of appointing  independent Directors is not to facilitate appointment of Non State Subjects as Directors but to seek compliance of the Regulatory norms meanwhile ensuring induction of eminent personalities with enormous expertise in the relevant fields on the Board of the Bank. We have ensured that their maximum strength as per articles of association remains within stipulated one-third of the total strength of the Board. The reservation for State Subject Directors at two third of the total number of seats available in the Board is intact.”

Commenting upon the term of Independent directors, the chairman clarified that the Independent Director in J&K Bank governed by incorporated enabling provision shall have a fixed term of 2 years only with one reappointment opportunity term (Total 4 years) subject to necessary approvals  while as under the provisions of the Companies Act, 2013, read with SEBI Listing obligations; an Independent Director may be appointed for a term of upto 5 years with one reappointment term of upto 5 years (Total 10 years). “This has been done to enable the induction of new faces with better profiles in line with the changing needs without restricting their entries due to delaying time bar”, he said.

Notably, in the past Additional Directors including non-state subjects who were on the Board of the Bank had served terms even up to 8 years.

The appointment of these Directors shall render the Board compliant with the provisions of the Companies Act, 2013 and SEBI Listing regulations 2015. Pertinent to mention here that selection cum appointment is more robust and transparent in that an Independent Director is to be selected by the Board but appointed by the Shareholders unlike an Additional Director who is selected and appointed by the Board only. There is no change in the Voting power, rights, duties and responsibility of independent directors and the same are at par with other directors of the Bank

“We have made a sincere attempt to revitalise the policy of infusing professionalism and enhanced balancing of the Board by infusing diversified expertise in the fields of Corporate Governance, Risk Management, Information Technology, Credit Decisioning and Overall Leadership through these inductions. I am confident that the induction of these eminent personalities with enormous expertise in their respective fields shall provide much needed guidance to tide over the prevailing difficult times in the Bank and Industry as a whole,” said Parvez.

Notably, earlier the Composition of the Board of Directors of the Bank was not in compliance with the provisions of the Companies Act, 2013 or the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015.  SEBI in the year 2015-16 imposed a fine of Rs. 6.50 Lakhs on the Bank for contravention with the provisions relating to the Composition of Board of Directors of the Bank.

The Board  headed by Chairman and CEO, Mr parvez Ahmed with Government and RBI representative as its members shall now have Mr Abdul Majid Mir, Mr. Azharul Amin(Reappointed in the AGM), Mr Mohd Ashraf Mir, Mr Mohd Maqbool Rather in addition to above named newly inducted members as its Directors.

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