State Bank of India is committed to the best practices in the area of Corporate Governance, in letter and in spirit. The Bank believes that good Corporate Governance is much more than complying with legal and regulatory requirements. Good governance facilitates effective management and control of business, enables the Bank to maintain a high level of business ethics and to optimise the value for all its stakeholders. The objectives can be summarised as:
• To protect and enhance shareholder value.
• To protect the interest of all other stakeholders such as customers, employees and society at large.
• To ensure transparency and integrity in communication and to make available full, accurate and clear information to all concerned.
• To ensure accountability for performance and customer service and to achieve excellence at all levels.
• To provide corporate leadership of highest standard for others to emulate.
• Ensuring that the Bank's Board of Directors meets regularly, provides effective leadership and insights in business and functional matters and monitors Bank's performance.
• Establishing a framework of strategic control and continuously reviewing its efficacy.
• Establishing clearly documented and transparent management processes for policy development, implementation and review, decision-making, monitoring, control and reporting.
• Providing free access to the Board to all relevant information, advices and resources as are necessary to enable it to carry out its role effectively.
• Ensuring that the Chairman has the responsibility for all aspects of executive management and is accountable to the Board for the ultimate performance of the Bank and implementation of the policies laid down by the Board. The role of the Chairman and the Board of Directors are also guided by the SBI Act, 1955 with all relevant amendments.
• Ensuring that a senior executive is made responsible in respect of compliance issues with all applicable statutes, regulations and other procedures, policies as laid down by the GOI/RBI and other regulators and the Board, and reports deviations, if any.
The Bank has complied with the provisions of Corporate Governance as per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and LODR Amendments Regulations, 2018 with the Stock Exchanges except where the provisions of these regulations are not in conformity with SBI Act and SBI General Regulations, 1955 and the directives issued by RBI/GOI. A report on the implementation of these provisions of Corporate Governance in the Bank is furnished below:
State Bank of India was formed in 1955 by an Act of the Parliament, i.e., The State Bank of India Act, 1955 (Act). A Central Board of Directors was constituted according to the Act.
The Bank's Central Board draws its powers from and carries out its functions in compliance with the provisions of SBI Act & Regulations 1955. Its major roles include, among others,
• Overseeing the risk profile of the Bank;
• Monitoring the integrity of its business and control mechanisms;
• Ensuring expert management, and
• Maximizing the interests of its stakeholders.
The Central Board is headed by the Chairman, appointed under section 19(a) of SBI Act; four Managing Directors are also appointed members of the Board under section 19(b) of SBI Act. The Chairman and Managing Directors are Whole Time Directors. As on 31st March 2020, there were nine other directors on the Board who are eminent professionals representing Technology, Accountancy, Finance, Economics and Academics. The composition of the Central Board, as on 31st March 2020, was as under:
• Chairman appointed by the Central Government in consultation with the RBI u/s 19(a)
• Four Managing Directors, appointed by the Central Government in consultation with the RBI u/s 19(b)
• Four Directors, elected by the Shareholders under Section 19(c),
• Three Directors*, nominated by the Central Government under Section 19(d),
• One Director (official from the Govt. of India), nominated by the Central Government under Section 19(e), and
• One Director (official from the Reserve Bank of India), nominated by the Central Government under Section 19(f) on the recommendations of the RBI.
*One of the Directors, Dr. Pushpendra Rai was re-nominated by GOI vide notification no. F.No.6/19/2019-BO-I dated 29.04.2020 for a period of two years beyond 05.02.2020, or until further orders, whichever is earlier.
The composition of the Board complies with provisions laid down in Regulation 17(1) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 to the extent that they don't violate the provisions provided u/s 19 of SBI Act, 1955. There is no inter-se relationship between Directors.
A brief resume of each of the Non-Executive Directors is given in Annexure I. Particulars of the directorships/ memberships held by all the Directors in various Boards/Committees are given in Annexure II and the details of their Shareholding in the Bank are mentioned in Annexure III.
The Bank's Central Board has to meet a minimum of six times in a year. During the year 2019-20, sixteen Central Board Meetings were held. The dates of the meetings and attendance of the directors are as under:
*Re-nominated as Director by GOI vide notification no. F.No.6/19/2019-BO-I dated 29.04.2020 for a period of two years beyond 05.02.2020, or until further orders, whichever is earlier.
The Executive Committee of the Central Board (ECCB) is constituted in terms of Section 30 of the SBI Act, 1955. The State Bank of India General Regulations (46 & 47) provide that, subject to the general or special directions of the Central Board, ECCB may deal with any matter within the competence of the Central Board. ECCB consists of the Chairman, the Managing Directors, the Director nominated under Section 19(f) of the SBI Act (Reserve Bank of India nominee), and all or any of the other Directors who are normally residents, or may, for the time being, be present at any place within India where the meeting is held. The ECCB meetings are held once every week. The details of attendance of ECCB Meetings during the year 2019-20 are as under:
In terms of the provisions of SBI Act and General Regulations, 1955 and Govt./ RBI/SEBI guidelines, the Central Board has constituted other ten Board Level Committees viz. Audit Committee of the Board, Risk Management Committee of the Board, Stakeholders Relationship Committee, Special Committee of the Board for Monitoring of Large Value Frauds, Customer Service Committee of the Board, IT Strategy Committee, Corporate Social Responsibility Committee, Nomination & Remuneration Committee of the Board, Board Committee to Monitor Recovery and Committee to Review the Identification of Wilful Defaulters/Non- Co-operative Borrowers. These Committees provide effective professional support in Board Oversight in key areas like Audit & Accounts, Risk Management, resolution of Shareholders'/Investors' grievances, Fraud Review and Control, Review of customer service and redressal of customer grievances, Technology Management, Corporate Social Responsibilities, Payment of Incentives to Executive Directors, Oversight on Recovery of Loans and Advances, Review of identification of Wilful Defaulters/Non Co-operative Borrowers and arrive at the 'fit and proper' status of candidates filing nominations for election as Directors. While the Nomination & Remuneration Committee meets at least once a year, the other Committees meet periodically, once in a quarter generally, to deliberate on policy issues and/or review domain performance, as per the calendar of reviews approved by the Central Board. The Committees also call external specialists, besides drawing upon the services of top executives from the Bank, as and when needed. The Nomination & Remuneration Committee is constituted to carry out necessary due diligence and arrive at the 'fit and proper' status of candidates filing nominations for election as Directors by shareholders. The Nomination & Remuneration Committee also approves payment of incentives to Whole Time Directors, based on Govt. of India guidelines. The minutes and proceedings containing brief reports on the discussions held at the meetings of the Committees are placed before the Central Board.
The Audit Committee of the Board (ACB) was constituted on 27th July 1994 and last re-constituted on the 18th February 2020. The ACB functions as per RBI guidelines and complies with the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and LODR Amendment Regulation 2018 to the extent that they do not violate the directives/guidelines issued by RBI.
a. ACB provides direction as also
oversees the operation of the total
audit function in the Bank. Total audit
function implies the organisation,
operationalisation and quality control
of internal audit and inspection
within the Bank and follow-up on the
statutory/external audit, compliance
of RBI inspection. It also appoints
Statutory Auditors of the Bank and
reviews their performance from time
to time.
b. ACB reviews the Bank's financial,
Risk Management, IS Audit Policies
and Accounting Policies/Systems
of the Bank to ensure greater
transparency.
c. ACB reviews the internal inspection/
audit plan and functions in the
Bank - the system, its quality and
effectiveness in terms of follow-up.
It also, especially, focuses on the
follow up of :
- KYC-AML guidelines;
- Major areas of housekeeping;
- Compliance of SEBI (Listing
Obligations & Disclosure
Requirements) Regulations,
2015; The terms of reference and
role of the Audit Committee was
reviewed by the Central Board at
its meeting held on 06.03.2019
in line with the SEBI (LODR)
Amendments Regulations, 2018.
d. It obtains and reviews reports from
the Compliance Department in the
Bank.
e. ACB follows up on all the issues raised
in RBI's Risk Based Supervision
under Section 35 of Banking
Regulation Act, 1949 and Long
Form Audit Reports of the Statutory
Auditors and other Internal Audit
Reports. It interacts with the external
auditors before the finalisation of the
annual/ quarterly financial accounts
and reports. A formal 'Audit Charter'
or 'Terms of Reference' of the Audit
Committee has been approved by
the Central Board and a calendar of
Reviews to be submitted to the Audit
Committee is also in place, which is
updated periodically, the last revision
effected from 18th December 2014.
The ACB has eight members of the Board of Directors as on 31.03.2020, including two whole time Directors, two official Directors (nominees of GOI and RBI) and four non- official, non-executive Directors. Meetings of the ACB are chaired by a Non-Official, Non-Executive Director (Chartered Accountant). The constitution and quorum requirements, as per RBI guidelines, are complied with meticulously. During the year, thirteen meetings of ACB were held to review the various matters connected with the internal control, systems and procedures and other aspects as required in terms of RBI guidelines.
The Risk Management Committee of the Board (RMCB) was constituted on the 23rd March 2004, to oversee the policy and strategy for integrated risk management relating to credit risk, market risk and operational risk. The Committee was last reconstituted on the 18th February 2020 and has seven members. The Non-Executive Director is the Chairman of the Committee. RMCB meets a minimum of four times a year, once in each quarter. During 2019-20, seven meetings of the RMCB were held. The terms of reference and role of RMCB was reviewed by the Central Board on 06.03.2019 in line with the SEBI (LODR) Amendments Regulations, 2018 which were effective from 1st April, 2019.
*Re-nominated as Director by GOI vide notification no. F.No.6/19/2019-BO-I dated 29.04.2020 for a period of two years beyond 05.02.2020, or until further orders, whichever is earlier.
In pursuance of Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Stakeholders Relationship Committee (SRC) [earlier known as Shareholders'/ Investors' Grievance Committee of the Board (SIGCB), formed on the 30th January 2001] was formed to look into the redressal of Shareholders' and Investors' complaints regarding transfer of shares, non-receipt of annual report, nonreceipt of interest on bonds/declared dividends, etc. The Committee was last reconstituted on 18th February 2020 and has, six members and is chaired by a Non-Executive Director. The composition of the Committee and its role complies with the SEBI Regulations. The Committee met three times during 2019-20 and reviewed the position of complaints. The terms of reference and role of the SRC was changed on 06.03.2019 in terms of SEBI (LODR) Amendments Regulations, 2018 applicable from 1st April, 2019.
*Re-nominated as Director by GOI vide notification no. F.No.6/19/2019-BO-I dated 29.04.2020 for a period of two years beyond 05.02.2020, or until further orders, whichever is earlier.
| Number of shareholders' complaints received so far (during the year) | : 193 |
| Number not solved to the satisfaction of shareholders | : Nil |
| Number of Pending Complaints: (Complaints which are sub-judice) | : Nil |
| Name and designation of Compliance officer | : Shri Sanjay Abhyankar, Vice President Compliance (Company Secretary) |
The Special Committee of the Board for monitoring of Large Value Frauds (SCBMF) was constituted on the 29th March 2004. The major functions of the Committee are to monitor and review all large value frauds with a view to identifying systemic lacunae, if any, reasons for delay in detection and reporting, if any, monitoring progress of CBI/Police investigation, recovery position, ensuring that staff accountability exercise is completed quickly, reviewing the efficacy of remedial action taken to prevent recurrence of frauds and putting in place suitable preventive measures. The Committee was last reconstituted on the 18th February 2020 and has seven members and is chaired by a Non-Executive Director. The Committee met six times during 2019-20:
*Re-nominated as Director by GOI vide notification no. F.No.6/19/2019-BO-I dated 29.04.2020 for a period of two years beyond 05.02.2020, or until further orders, whichever is earlier.
The Customer Service Committee of the Board (CSCB) was constituted on the 26th August 2004, to bring about ongoing improvements on a continuous basis in the quality of customer service provided by the Bank. The Committee was last reconstituted on the 18th February 2020 and has eight members and is chaired by a Non-Executive Director. During the year 2019-20, four meetings of the Committee were held.
*Re-nominated as Director by GOI vide notification no. F.No.6/19/2019-BO-I dated 29.04.2020 for a period of two years beyond 05.02.2020, or until further orders, whichever is earlier.
With a view to tracking the progress
of the Bank's IT initiatives, the Bank's
Central Board constituted a Technology
Committee of the Board on 26th August
2004. The Technology Committee has
been renamed as IT Strategy Committee
of the Board w.e.f. 24th October 2011. The
Committee has played a strategic role
in the Bank's technology domain. The
Committee is entrusted with the following
roles and responsibilities:
| (i) | approving IT strategy and policy documents, ensuring that the management has put an effective strategic planning process in place; |
| (ii) | ensuring that the IT Organisational structure complements the business model and its direction; |
| (iii) | ensuring IT investments represent a balance of risks and benefits and that budgets are acceptable; |
| (iv) | evaluating effectiveness of management's monitoring of IT risks and overseeing the aggregate funding of IT at the Bank level; and |
| (v) | reviewing IT performance measurement and contribution of IT to businesses (i.e. delivering the promised value). |
*Re-nominated as Director by GOI vide notification no. F.No.6/19/2019-BO-I dated 29.04.2020 for a period of two years beyond 05.02.2020, or until further orders, whichever is earlier.
The Corporate Social Responsibility Committee (CSRC) was constituted on the 24th September 2014 as a measure of good corporate governance to review the activities undertaken by Bank under Corporate Social Responsibility Policy. The Committee was last reconstituted on the 18th February 2020 and has seven members. The Senior Managing Director on the Committee is the Chairman. During the year 2019-20, four meetings of the Committee were held.
*Re-nominated as Director by GOI vide notification no. F.No.6/19/2019-BO-I dated 29.04.2020 for a period of two years beyond 05.02.2020, or until further orders, whichever is earlier.
RBI vide its Master Direction DBR. Appt.
No: 9/29.67.001/2019-20 dated August
2, 2019 and Government of India vide its
letter No. F. No 16/19/2019-BO.I dated
30.08.20019 have directed the Bank
to constitute a single Nomination and
Remuneration Committee (NRC) and
accordingly a single NRC was constituted
w.e.f. 25th October, 2019.
The Committee was last reconstituted on
27th March 2020. The Committee has four
members consisting of non-executive
Directors - Shri Basant Seth, Shri Sanjiv
Malhotra, Dr Purnima Gupta, and Shri
Sanjeev Maheshwari. The Committee
scrutinizes and recommends payment
of incentives to Whole Time Directors. It
also carries out necessary due diligence
and arrive at the 'fit and proper' status of
candidates filing nominations for election
as Directors by shareholders. The
committee meets at least once a year.
In terms of Govt. of India advices, a Board Committee to Monitor Recovery was constituted by the Central Board at its meeting held on 20th December 2012 for oversight on Recovery of Loans and Advances. The Committee was last reconstituted on 18th February 2020, has ten members consisting of Chairman, four Managing Directors and five Non-Executive Director including the Govt. Nominee Director. The Committee met four times during the year and reviewed the NPA management and large NPA accounts of the Bank.
The Committee was constituted by the
Central Board in terms of RBI instructions.
The Managing Director - SA is the
Chairman of this Committee and five
Non-Executive Directors as members.
The role of this Committee is to review the
Order of the "Committee for Identification
of Wilful Defaulters/Non-Co-operative
Borrowers" (a Committee comprising Dy.
Managing Director and Senior Executives
of the Bank to examine the facts and
record the fact of the Borrower being
a Wilful Defaulter/Non-Co-operative
Borrower) and confirm the same for the
Order to be considered final.
The Committee met twice during the year
2019-20
In terms of the provisions of SBI Act and General Regulations 1955, at every centre where the Bank has a Local Head Office (LHO), Local Boards/Committees of Local Boards are functional. The Local Boards exercise such powers and perform such other functions and duties delegated to them by the Central Board. As on 31st March 2020, Local Boards at three LHOs and Committees of the Local Boards at the remaining thirteen LHOs were functional. The Minutes and Proceedings of the meetings of Local Boards/Committees of Local Boards are placed before the Central Board.
The remuneration of the Whole Time Directors are prescribed by GOI from time to time. Sitting Fees, as approved by the Board is paid to the Non-Executive Directors for attending the meetings of the Board/Committees of the Board. No remuneration, other than the Sitting Fees for attending Board and/or its Committee meetings, is paid to Non-Executive Directors. With effect from 25th October 2019, Sitting Fees of ` 70,000/- is paid for attending the Meetings of the Central Board and `30,000/- for attending the meetings of Other Board level Committees. Details of Sitting fees paid during the year 2019-20 are placed in Annexure-IV.
The Directors on the Bank's Central Board and Senior Management have affirmed compliance with the Bank's Code of Conduct for the financial year 2019-20. Declaration to this effect signed by the Chairman is placed in Annexure-V. The Code of Conduct is posted on the Bank's website.
i) One Non-Executive Directors
participated in the training
Programme on Credit Committees
of the Bank, organised by Centre
for Advances Financial Research
and Learning (CAFRAL) at Goa on
14-15th October 2019 and on 05-
06th February 2020 at Mumbai. The
programme objective was to sensitize
the Directors about issues relating
to credit appraisals, financial ratios
and indicators, risk assessments in
project & infrastructure financing,
retail lending etc.
ii) Similarly, a programme on IT and
Cyber Security by IDRBT was
conducted which was attended by
two non-executive Directors. The
objective of the programme was to
enable the management to contribute
effectively in planning and execution
of the cyber security strategy of the
Bank.
iii) Consistent with the practice of
interacting with eminent domain
experts on key challenges which
emerge from time to time, a
presentation on Commercial Real
Estate (CRE) space and its outlook
was made by Liases Foras on 18th
September 2019.
A presentation on Exposure to
NBFCs-Trends and Risk Assessment
was made to the Board on 01st
October 2019.
Presentation on Real
Estate Developer Financing was
made before the RMCB on 12th June
2019 by Commercial Clients Group.
Presentation on Bank's exposure on
NBFCs including IL & FS (I-Fin) was
made before the RMCB on 12th June
2019 by Commercial Clients Group.
Presentation on Lease Rent
Discounting Portfolio was made
before the RMCB on 12th June 2019
& 11th September 2019 by Risk
Management Dept.
Presentation on MF Sectors Credit
fund appetite specifically on the
NBFC sector and the MF industry
LAS portfolio outstanding / industry
SO portfolios was made before the
RMCB on 12th June 2019 by SBI MF.
Presentation on Sale of Financial
Assets and Security Receipts (SRs)
was made before the RMCB on 15th
November 2019 by Stressed Assets
Resolution Group (SARG).
Presentation on PRADHAN MANTRI
MUDRA YOJNA (PMMY) was made
before the RMCB on 15th November
2019 by SME Business Unit.
Presentation on Robotic Process
Automation (RPA) was made before
the ITSC on 19th November 2019.
Presentation on Leveraging Data
Analytics to Create Value was made
before the Central Board on 18th
December 2019 by DMD & CIO.
Presentation on CBS Version 2.0 was
made before the Central Board on
18th December 2019 by DMD & CIO.
Presentation on Networking and
Application Performance Monitoring
was made before the Central Board
on 18th December 2019 by DMD &
CIO.
Presentation on Data Governance
Architecture was made before the
Central Board on 18th December
2019 by DMD & CIO.
Presentation on Early Warning
System - For Corporate, SME
Customers & P-Segment Customers
was made before the Central Board
on 18th February 2020 by DMD &
CIO.
Presentation on IT Vendor
Concentration Risk was made before
the Central Board on 18th February
2020 by DMD & CIO.
Presentation on Initiatives for
Enhancing Customer Experience
was made before the Central Board
on 18th February 2020 by DMD &
COO.
The last Annual General Meeting (AGM) for the year 2018-19, held on 20th June, 2019, was attended by 8 Directors, viz, Shri Rajnish Kumar, Shri P. K. Gupta, Shri Dinesh Kumar Khara, Shri Arijit Basu, Smt. Anshula Kant, Shri Bhaskar Pramanik, Dr. Pushpendra Rai, and Dr. Purnima Gupta. AGM (2017-18) was held on 28th June, 2018 and AGM (2016-17) was held on 27th June, 2017. SBI Act and SBI General Regulations 1955 do not provide the postal ballot facility. Generally, AGMs are held in Mumbai where corporate office of the bank is located. As per SBI Act only one agenda i.e. adoption of Balance Sheet and Profit and Loss Account of the Bank is required to be discussed and approved at the AGM.
1. The Bank has not entered into any
materially significant related party
transactions with its Promoters,
Directors or Management, their
subsidiaries or relatives, etc., that
may have potential conflict with the
interest of the Bank at large.
2. The Bank has complied with
applicable rules and regulations
prescribed by stock exchanges,
SEBI, RBI or any other statutory
authority relating to the capital
markets during the last three years.
No penalties or strictures have been
imposed by them on the Bank except
penalty levied by RBI as disclosed in
the Secretarial Audit Report.
3. Whistle Blower Policy was
introduced in our Bank vide GoI
circular dated 04.11.2011 on Public
Interest Disclosure & Protection of
Informer (PIDPI). The said policy is
reviewed from time to time. SEBI
(LODR) Regulations, 2015 mandates
establishment of a mechanism called
"Whistle Blower Policy" to report to
the management, fraud or violation
of the Bank's Code of Conduct or
ethic policy. The Central Vigilance
Commission vide its letter dated
11.03.2019 has advised the Bank to
modify the existing Whistle Blower
Mechanism in line with the provisions
of Section 177 of the Companies Act,
2013, SEBI (LODR) Regulations, 2015
and guidelines/directions issued by
RBI under Section 35(A) of Banking
Regulations Act and accordingly,
replace and supersede the existing
policy. The new policy as approved
by the Central Board on 27.11.2019 is
made available on Bank's website on
www.sbi.co.in. As per said policy no
personnel has been denied access
to the Audit Committee.
4. Policy on materiality of related
party transactions and policy for
determining 'material' subsidiaries
are available on the bank's websitewww.
sbi.co.in or bank.sbi under link
corporate governance-policies.
5. In terms of Regulation 25(9) of
SEBI (LODR) Regulations, 2015 the
Central Board at its meeting held
on 28.05.2020 has taken on record
the Declaration and Confirmation
received from Independent
Directors under Regulation 25(8)
of SEBI (LODR) Regulations, 2015
and Independent Directors fulfill
the conditions specified under
Regulation 16(1)(b) of SEBI (LODR)
Regulations and are independent of
the management.
6. Discretionary Requirements as
specified in Part E of Schedule
II of SEBI (LODR), Regulations
are as follows: (i) The Bank
has Executive Chairman and
appointed under Section 19(a) of
the SBI Act, 1955 by the Central
Government in consultation with
the Reserve Bank of India (ii) The
Bank prepare presentation on
financial performance on quarterly
basis for its investors/analysts
and submit the copy of the same
with stock exchanges for investors
information and also made available
on Bank's official website (iii) The
Bank has submitted a declaration
with the stock exchanges that the
Statutory Auditors of the Bank have
issued Audit Report on Audited
Financial Results (Standalone and
Consolidated) for year ended 31st
March, 2020 with unmodified opinion.
(iv) The Bank has separate Internal
Audit Department which periodically
submit its report directly to the Audit Committee of the Bank.
7. The Bank has complied with the
Corporate Governance requirements
specified in Regulation 17 to 27 and
clauses (b) to (i) of Regulation 46(2)
and para C , D and E of Schedule V
to the extent that the requirements
of the Clause do not violate the
provisions of State Bank of India
act 1955, the rules and regulations
made there under and guidelines
or directives issued by the Reserve
Bank of India.
The Bank strongly believes that all stakeholders should have access to complete information on its activities, performance and product initiatives. Annual, half-yearly and quarterly results of the Bank for the year 2019-20 were published in the leading newspapers of the country having wide circulation in India. The results were also displayed on the Bank's website www.sbi.co.in or https://bank.sbi. Soft copies of full Annual Report is sent to all those shareholders who have registered their e-mail address(es) either with the Bank or with depositories and physical copy of Annual Report is sent to other shareholders. The Bank's website displays, interalia, official news releases of the Bank, the Bank's Annual Reports, Half- yearly and quarterly results and details of various product offerings. Every year, after the annual / half-yearly / quarterly results are declared, a Press- meet is held on the same day, in which the Chairman makes a presentation and answers the queries of the media. This is followed by another meeting to which a number of investment analysts / Investors are invited. Details of the Bank's performance are discussed with the analysts / Investors in the meeting. After declaring quarterly results, press notifications are issued and copy of the same is submitted to the stock exchanges along with the copy of presentation made on Bank's performance for Investors/Analysts.
e-Initiative: In accordance with SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, The requirements of Regulations 36 (1)(b) and (c) and Regulation 58 (1)(b) &(c) of the LODR are dispensed with and hence Annual Report will be forwarded to the shareholders at their registered mail address through electronic mode only. Further annual Report can be downloaded from our website www.sbi.co.in >>>>>Investor Relations>>>>Shareholder Info.
To meet various requirements of the
investors regarding their holdings, the
Bank has a full-fledged Department
- Shares & Bonds Department - at
Mumbai. The investors' grievances,
whether received at the Bank's offices or
at the office of the registrar and transfer
agents, are redressed expeditiously and
monitored at the Top Management level.
In terms of Regulation 44(5) of SEBI
(LODR) Regulations, the Bank provides
one way live webcast of the proceedings
of the AGM. The webcast facility will be
available from 11.00 a.m. onwards on
14.07.2020 and the shareholders can have
access at https://www.evoting.nsdl. com
or https://bank.sbi In view of the outbreak
of the COVID-19 pandemic, social
distancing norm to be followed and the
continuing restrictions on movement of
persons at several places in the country,
the Bank has decided to conduct AGM
through VC/OAVM and adopt e-voting
facility to the shareholders of the Bank.
There was no equity capital raised during FY 2019-20.
At the time of issue of GDRs in 1996, twoway
fungibility was not permitted by the
Government/RBI, i.e., if the holder of GDR
desired to obtain the underlying equity
shares of the Indian Company then such
GDR was to be converted into shares of
the Indian Company, but not vice versa.
Later, two-way fungibility of ADRs/
GDRs was permitted by the Government
of India/ RBI. The Bank has permitted
two-way fungibility to the Bank's GDR
programme.
The Bank had 1,10,342,880 GDRs as on
31st March 2020 representing Shares
1,103,428,800.
The voting rights on such unclaimed shares shall remain frozen till the rightful owner of such shares claims the shares.
The Dividend Distribution Policy is in place. The same is available on the Bank's website www.sbi.co.in under link Corporate Governance > Policies.
The Bank currently deals in over-thecounter
(OTC) interest rate and currency
derivatives as also in Interest Rate Futures
and exchange traded currency derivatives.
Interest rate derivatives dealt by the Bank
are rupee interest rate swaps, foreign
currency interest rate swaps, forward
rate agreements, cap, floor and collars.
Currency derivatives dealt by the Bank are
currency swaps, rupee dollar options and
cross-currency options. The products are
offered to the Bank's customers to hedge
their exposures and the Bank also enters
into derivative contracts to cover off such
exposures. Derivatives are used by the
Bank both for trading as well as hedging
balance sheet items. The bank also runs
option position in USD/INR, which is
managed through various types of loss
limits and Greek limits.
Derivative transactions carry market
risk i.e. the probable loss the Bank may
incur as a result of adverse movements in
interest rates/exchange rates and credit
risk i.e. the probable loss the Bank may
incur if the counterparties fail to meet
their obligations. The Bank's "Policy
for Derivatives" approved by the Board
prescribes the market risk parameters
(Greek limits, Loss limits, cut-loss
triggers, open position limits, duration,
modified duration, PV01, etc.) as well as
customer eligibility criteria (credit rating,
tenure of relationship, limits and customer
appropriateness & suitability policy
(CAS) etc.) for entering into derivative
transactions. Credit risk is controlled by
entering into derivative transactions only
with counterparties satisfying the criteria
prescribed in the Policy. Appropriate
limits are set for the counterparties
taking into account their ability to honor
obligations and the Bank enters into ISDA
agreement with each counterparty.
Derivative deals are entered into with
only those interbank participants for
whom counterparty exposure limits are
sanctioned. Similarly, derivative deals are
entered into with only those corporates
for whom credit exposure limits are
sanctioned. Collateral requirements are
part of credit sanction process.
The Asset Liability Management
Committee (ALCO) of the Bank oversees
efficient management of these risks.
The Bank's Market Risk Management
Department (MRMD) identifies, measures,
monitors market risk associated with
derivative transactions, assists ALCO
in controlling and managing these risks
and reports compliance with policy
prescriptions to the Risk Management
Committee of the Board (RMCB) at
regular intervals.
The accounting policy for derivatives has
been drawn up in accordance with the
RBI guidelines, the details of which are
presented under Schedule 17: Principal
Accounting Policies (PAP) for the FY
2017-18.
1. The Central Board of the Bank
last reconstituted Board level
committees viz Audit, Stakeholders
Relationship, Risk Management, etc
in its meeting held on 18.02.2020 and
the Nomination and Remuneration
Committee in its meeting held on
27.03.2020, in terms of SEBI (LODR)
Regulations.
2. In terms of Regulation 24A of Listing
Regulations a secretarial audit report
for financial year ended 31.03.2020
is annexed to the Annual Report.
There is no qualification /adverse
remarks made by the Auditors in the
Secretarial Audit Report.
3. There is no revision in credit rating
obtained for all debt instruments.
4. During FY 2019-20 the Bank has not
raised capital through Preferential
Allotment or Qualified Institutional
Placement. Therefore, the certificate
for utilization of funds was not
obtained as required.
5. The Bank has obtained certificate
under Regulation 34 and schedule
V of Listing Regulations and none of
the directors of the Bank have been
debarred or disqualified from being
appointed by any statutory authority.
(Copy of Certificate attached)
6. Details of familiarization programs
imparted for independent directors
are disclosed on the website of the
Bank under the web link: https://
sbi.co.in/portal/web/corporategovernance/
regulatory-disclosures.
7. Total fees paid to existing Statutory
Central Auditors (SCAs) during
FY 2019-20 as per the Schedule
V Para C, Clause 10 (k) of Listing
Regulations, is `676,86,528.20 only.
8. There are no inter-se relationship
between our Board members. The
Bank does not have any pecuniary
relationship with any of the Nonexecutive
Directors.
The movement of the share price and the BSE Sensex NSE Nifty is presented in the following tables. The market capitalisation of the Bank's shares had a weightage of 1.78% both at BSE and NSE as on 31st March 2020.
Book value per share ₹219.66
Bank's equity shares are compulsorily traded in the electronic form. As on 31st March 2020, 884,77,35,542 shares representing 99.13% of total equity capital were held in electronic form.
(Date of Birth: 1st October 1951)
Shri Malhotra is a Director re-elected by
the Shareholders u/s 19 (c) of the SBI Act
w.e.f. 26th June 2017 for a period of 3
years. He is a Chartered Accountant and
has experience of more than 40 years
in Global Banking and Finance in senior
positions in Risk Management, Corporate
and Investment Banking, Consumer
Finance and Micro Enterprise lending,
Private Equity.
(Date of Birth: 20th March 1951)
Shri Pramanik is a Director elected by
the Shareholders u/s 19(c) of the SBI Act
w.e.f. 26th June 2017 for a period of 3
years. He is an engineering graduate from
IIT Kanpur. Shri Pramanik has experience
of more than 45 years in the Indian IT
industry. Before joining the Board of
the Bank, he served as Chairman for
Microsoft in India. He was also working
with Oracle and Sun Microsystems as
Managing Director.
(Date of Birth: 16th February 1952)
Shri Seth is a Director elected by the
Shareholders u/s 19(c) of the SBI Act
w.e.f. 26th June 2017 for a period of 3
years. He is a Chartered Accountant and
has more than 40 years of experience
in Banking and Finance including
financing of Micro, Small and Medium
Enterprises, Corporate Governance and
Administrative matters. He was a Central
Information Commissioner before joining
the Board of the Bank. He was Chairman
& Managing Director of Syndicate Bank.
He has also served in senior positions in
SIDBI and Bank of India.
(Date of Birth : 18th May 1959)
Shri Venugopal is a Director elected by
the Shareholders u/s 19(c) of the SBI Act
w.e.f. 7th June 2018 till 25th June 2020.
He has graduated in Commerce & Cost
Accountancy from the University of
Kerala. He retired as Managing Director
of Life Insurance Corporation of India.
He has more than 30 years of experience
in Insurance, Finance & IT.
(Date of Birth : 02nd June 1953 )
Dr. Pushpendra Rai is a Director re-nominated
by the Central Government
u/s 19(d) of the SBI Act, w.e.f. 06th
February 2020, for a period of two years.
He has about 38 years of professional
experience in national and international
institutions.
As a member of the Indian Administrative
Service for more than 21 years,
he was responsible for formulating
policy; preparing the program and
budget; determining implementation
strategies; monitoring implementation;
and evaluating staff performance for a
diverse set of institutions like rural and
industrial development agencies, power
generation and distribution departments,
petroleum companies and intellectual
property offices. He has also worked as
the National Project Director - UNDP/
World Intellectual Property Organisation
(WIPO); Member, Governing Council,
National Institute of Design; Member
Secretary, Foreign Investment Promotion
Council; Executive Director, National
Renewal Fund; National Negotiator at
WTO/WIPO; and Secretary General,
Quality Council of India.
Subsequently, Dr. Rai worked at the
World Intellectual Property Organization,
Geneva (UN), for 16 years, handling
assignments like extending technical
cooperation, promoting the economic
aspects of IP and asset creation; leading
the Development Agenda process; and
heading the Regional Office for Asia
Pacific at Singapore.
Dr. Rai has a Ph.D. from IIT, Delhi;
postgraduate degrees from Harvard
University and the University of Lucknow
and has lectured extensively in various
parts of the world.
(Date of Birth: 20th November 1949)
Dr. Purnima Gupta is a Director nominated
by Central Government u/s 19(d) of the
SBI Act w.e.f. 1st February 2018 for a
period of 3 years. She was a professor
of Mathematics in Delhi University. She
has done her Ph.D in Mathematics from
University of Delhi and is a Gold Medalist
in both B.Sc. (Mathematics) and M.A.
(Mathematics). Her main contribution
have been in the theory of Domination
in Graph and hyper graphs, Graphodial
Covers and Partition Graphs.
(Date of Birth: 26th August,1964)
Shri Sanjeev Maheshwari is a Director
nominated by the Central Government
u/s 19 (d) of the SBI Act, with effect from
20th December, 2019 for a period of 3
years.
Shri Maheshwari, a Chartered Accountant
and Insolvency Resolution Professional,
has over 33 Years' experience of
practice in the field of Audit, Taxation
and Management Consultancy. He
was a member of the Central Council
of Institute of Chartered Accountants
of India for 9 years, and Chairman of
Accounting Standards Board of ICAI, for
3 years during which he was instrumental
in formulation of Ind AS. He has served
on most of the technical committees as
Chairman or member at ICAI. He has
also served as the member of Quality
Review Board constituted by Ministry of
Corporate Affairs and been a member
on several committees of South Asian
Federation of Accountants.
(Date of Birth : 05th January 1962)
Shri Debasish Panda is a Director,
nominated by the Central Government,
u/s 19 (e) of SBI Act w.e.f. 24th January
2020 till further order. Shri Panda is
Secretary, Dept of Financial Services,
Ministry of Finance, Government of India.
Shri Debasish Panda is an officer of
Indian Administrative Service of 1987
batch of UP cadre and belongs to the
State of Odisha. He joined as Additional
Secretary in the Department of Financial
Services on 23.3.2018 and promoted as
Special Secretary on 13.12.2019. He is a
Post Graduate in Physics, Developmental
Management and obtained M. Phil degree
in Environmental Sciences. He has also
undergone foreign training in Public
Administration from USA & Philippines.
Joined the Government service in 1987,
he held several key posts in Government
of Uttar Pradesh such as District
Magistrates in Deoria, Tehri, Uttarakashi
& Ghaziabad Districts and Principal
Secretary (Home & General Admn.). He
also served the Government of India in
the capacity of Joint Secretary (Health &
FW) and as Dy. Director (Admn) in AIIMS.
Before joining as Additional Secretary in
the Department of Financial Services, he
was holding the dual charge of Resident
Commissioner of UP in Delhi as well as
Chief Executive Officer, Greater, Noida
Development Authority
(Date of Birth: 15th August 1957)
Shri Chandan Sinha is a Director,
nominated by the Central Government,
u/s 19(f) of SBI Act w.e.f. 28th September
2016. Shri Chandan Sinha is an additional
Director, in CAFRAL, Mumbai.
Details of Directorship in the listed entities & Chairmanships/Membership in Audit/Stakeholders Committee(s) held by the Directors of the Bank/Other Listed Companies as on 31.03.2020 in due compliance with Regulation 26(1) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
Total Number of Memberships/Chairmanships held by the Directors on the Boards / Board-level Committees of the Bank/Other Companies as on 31.03.2020
(Note : Executive Committee of the Central Board consists of all or any of the other Directors who are normally residents, or may, for the time being, be present at any place within India where the ECCB meeting is held as per regulation 46 of SBI General Regulations.)
I declare that all Board Members and Senior Management have affirmed compliance with the Bank's Code of Conduct for the Financial Year 2019-20
RAJNISH KUMAR
CHAIRMAN
The table below summarizes the key attributes and skills matrix, identified by the Board of Directors, in line with SBI Act 1955 and RBI master circular dated 02.08.2019 as required in the context of business, which is to be considered while selecting the Director:
1. Industry Knowledge/Experience: Industry Experience, Knowledge of sector, Knowledge of broad policy direction, understanding of government legislation/legislative process
2. Technical Skills/Experience: Accounting, Finance, Law, marketing experience, Information technology, Public Relations, Capital Allocation, Costing, Budgetary Controls, Strategy development and implementation.
3. Governance Competencies: Prior Director experience, Financial literacy, Compliance focus, strategic thinking/planning from a governance perspective.
4. RBI and SBI qualification for D irector: Specialization in the fields of (i) Information Technology (ii) Payment & Settlement Systems (iii) Human Resources (iv) Risk Management and (v) Business Management. Have special knowledge or experience in respect of one or more of the following areas, namely:- (i) agriculture and rural economy, (ii) banking, (iii) co-operation, (iv) economics, (v) finance, (vi) law, (vii) small-scale industry, (viii) any other area the special knowledge of, and experience in, which in the opinion of the Reserve Bank shall be useful to the State Bank of India. Represent the interests of depositors, represent the interests of farmers, workers and artisans
