Capital Market Regulator SEBI Questions SBI About Its Failure To Comply With New Corporate Governance Norms

The Securities & Exchange Board of India (SEBI) has questioned State Bank of India’s (SBI) alleged failure to comply with new corporate governance norms.

While SEBI has taken the position that as a listed entity SBI has to follow the norms, SBI has taken a stand that its governance structures are derived from the SBI Act, 1955, which supersedes SEBI rules.

Differences have cropped up about new board requirements prescribed by SEBI for the top 500 listed companies. As per these norms which came into effect from April 1, if a listed company has a regular executive chairperson, half of its board should consist of independent directors.

Currently, SBI has 14 directors on its board, yet since it has a regular executive chairperson, its board needs at least seven independent directors.

SBI’s board has five executive directors including SBI Chairman Rajnish Kumar and of nine non-executive directors, three are nominated by the central government in consultation with the Reserve Bank of India.

Separately, the government and the RBI also have one nominee each. SBI considers these five directors as independent because they have been nominated by the government and the banking regulator.

However, there is no clarity if government-appointed directors are independent directors in this case since the government is also the promoter of the bank. Hence, this situation is being seen as a conflict which other public sector lenders could also face, since they too are government by a law of parliament.

As per SEBI norms, SBI also has not formulated a whistle-blower mechanism. Yet SBI claims that it has a mechanism in accordance with the Public Interest Disclosures and Protection of Informers, a policy which applies to all public sector undertakings.