RBI/2014-15/552
DNBR (PD) CC.No.029/ 03.10.001/ 2014-15

April 10, 2015

All NBFCs (excluding Primary Dealers)

Dear Sirs,

Guidelines on Corporate Governance - Review

Please refer to the Revised Regulatory Framework for NBFCs issued vide DNBR (PD) CC.No.002/ 03.10.001/ 2014-15 dated November 10, 2014 (the Framework). Corporate Governance and Disclosure norms for NBFCs, contained in para 9 of the Framework, have been reviewed based on the feedback received from industry participants and the difficulties expressed by them in its effective implementation. Accordingly, the following changes / clarifications in the matter may be noted.

2. Para 9 of the Framework shall not apply to a Systemically Important Core Investment Company as defined in the Core Investment Companies (Reserve Bank) Directions, 2011. However, Systemically Important Core Investment Companies are encouraged to follow these as a prudent measure.

3. (i) In terms of para 9.5(iv) of the Framework, NBFCs shall furnish to the Reserve Bank a quarterly statement on change of directors certified by the auditors and a certificate from the Managing Director that fit and proper criteria in selection of directors have been followed.

(ii) It is clarified that the quarterly statements, can be certified by the Managing Director, except that the statement pertaining to the quarter ended March 31 need to be necessarily certified by the auditors.

4. (i) In terms of the Fit and Proper criteria for directors of NBFCs given in Annex 1 of the Framework, independent / non-executive directors of an NBFC should be between 35 to 70 years of age.

(ii) The age limit prescribed as above has been done away with and provisions in Companies Act, 2013 in this regard shall apply.

5. (i) In terms of para 3(iv) of Annex 3 of the Framework, NBFCs shall communicate outcome of Board deliberations to directors and concerned personnel and prepare and circulate minutes of the meeting of Board to directors in a timely manner and to the extent possible within two business days of the date of conclusion of the Board meeting.

(ii) It is clarified that circulation of minutes within two business days is not mandatory and provisions in Companies Act, 2013 in this regard shall apply.

All Directions on Corporate Governance are being consolidated in the enclosed Notification No. DNBR. 019/CGM (CDS)-2015 dated April 10, 2015 on Non-Banking Financial Companies – Corporate Governance (Reserve Bank) Directions, 2015.

Yours faithfully

(C D Srinivasan)
Chief General Manager