Srinagar: 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 Sunday, the eminent personalities accredited with
Nationwide recognition of their expertise in respective fields inducted in
the board of the Bank are 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 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, parvez Ahmed with Government andRBI representative as its members shall now have Abdul Majid Mir, Azharul Amin(Reappointed in the AGM), Mohd Ashraf Mir, Mohd Maqbool Rather in addition to above named newly inducted members as its Directors.
