The Reserve Bank of India has issued draft Governance Amendment Directions, 2026 to rationalize and streamline the matters placed before bank Boards, aiming to enhance efficiency and focus on strategy and risk governance. The amendments replace earlier prescriptive frameworks with principle-based guid-ance, emphasizing Board accountability for performance, risk management, and cor-porate governance standards. Banks are permitted to delegate certain policy approvals and reviews to Board committees, with Boards retaining authority over material amendments and key strategic decisions. Detailed appendices categorize policies and matters requiring Board approval, review, or information, along with delegation flexibil-ity. The framework also mandates periodic review of delegation structures, improved in-formation flow, and better agenda-setting practices. These reforms apply across com-mercial banks, small finance banks, payments banks, and local area banks, and are proposed to come into effect from September 1, 2026, subject to stakeholder feedback invited until May 7, 2026.
RESERVE BANK OF INDIA
- April 08, 2026
RBI invites comments on Draft “Reserve Bank of India (Governance) Amend-ment Directions, 2026”
The matters to be placed before the Boards of Commercial Banks along with their perio-dicity are determined by the Board themselves, guided by the seven broad themes pre-scribed by the Reserve Bank of India. In addition, the Reserve Bank has also mandated certain policies and matters to be placed before the Board for approval, review, or in-formation. In an endeavour to enable Boards to utilize their time effectively, and to facili-tate a more focused and qualitative engagement on strategy and risk governance, the Reserve Bank has undertaken a comprehensive review and rationalization of all such instructions. Further, the seven themes mentioned above have been replaced with prin-ciple-based guidance on the matter.
2. Accordingly, in pursuance of the announcement made in the Statement on Developmental and Regulatory Policies dated April 08, 2026, the Reserve Bank of India (RBI) has today issued the following draft Amendment Directions for public comments.
i. Reserve Bank of India (Commercial Banks — Governance) Amendment Directions, 2026
ii. Reserve Bank of India (Small Finance Banks — Governance) Amend-ment Directions, 2026
iii. Reserve Bank of India (Payments Banks — Govern-ance) Amendment Directions, 2026
iv. Reserve Bank of India (Local Area Banks — Govern-ance) Amendment Directions, 2026
3. The comments / feedback on the draft Amendment Directions may be submitted by the regulated entities and members of public / other stakeholders on or before May 07, 2026 through the following channels:
i) the ‘Connect 2 Regulate’ section on the web-site by following the corresponding hyperlink provided against each document in the page where they are hosted; or
ii) by email with the subject line ‘Feedback on (full name of the draft Amendment Directions (including the type of Regulated Enti-ty))’.
(Brij Raj)
Chief General Manager
Press Release: 2026-2027/47
RB I/2026-27/<>
DOR.HGG.GOV. /29.67.001/2026-27
DD-MM-YYYY
Draft Reserve Bank of India (Commercial Banks — Governance) Amendment Directions, 2026
Please refer to the Reserve Bank of India (Commercial Banks – Governance) Direc-tions, 2025 (hereinafter referred to as `Directions’).
2. In an endeavour to enable bank Boards to utilize their time effectively and to facilitate a more focused and qualitative engagement on strategy and risk governance, it has been decided to undertake a review to rationalize the extant RBI directions/circulars on the matters required to be placed before the Boards. Accordingly, in exercise of the pow-ers conferred by Section 35A of the Banking Regulation Act, 1949 and all other provi-sions / laws enabling the Reserve Bank of India in this regard, the Reserve Bank of India, being satisfied that it is necessary and expedient in public interest so to do, hereby, is-sues the Amendment Directions hereinafter specified.
3. The Amendment Directions modify the Directions as under:
3(1) Paragraph 15 of Chapter II shall be deleted and reinserted after paragraph 11 as under:
“11A. The Board shall exercise oversight on the fol-lowing:
(i) risk management system, policy and strategy followed by the PSB;
(ii) exposures to related entities of the PSB, viz. de-tails of lending to / investment in subsidiaries, the asset classification of such lending / investment, etc.; and
(iii) conformity with corporate governance stand-ards viz. in composition of various committees, their role and functions, periodicity of the meetings and compliance with coverage and review functions etc.”
3(2) Paragraph 14, 16, 17, 18 and 19 of Chapter II shall be deleted.
3(3) After paragraph 19 of Chapter II, the following new sub-section and paragraphs shall be inserted as under:
“B1. Matters to be placed before the Board
19A. The Reserve Bank has mandated through var-ious directions/circulars issued from time to time, that certain policies and other mat-ters for approval/review/information be placed before the Board. The policies and other matters along with the relevant paragraph reference of directions/circulars have been compiled in Appendix I and Appendix II respectively, for ease of reference of banks. The Board may at its discretion, delegate certain aspects of these matters to a Board Committee/ Management Committee, as indicated in the Ap-pendices. The review of policies required to be placed before the Board for approval may be delegated to Board Committees, with the Board approving only material amend-ments to such policies. The contours of ‘material amendments’, to the extent feasible, shall be defined by the Board.
19B. In addition to the matters specified in Appendix I and Appendix II, the matters to be placed before the Board may be determined based on the following key princi-ples:
(i) The ultimate responsibility for the bank’s per-formance, conduct and control rests with the Board. It may, however, delegate certain matters to the Board Committees/ Sub-Committees/ Senior Management, along with reporting requirements as may be necessary.
(ii) The Board shall clearly articulate the matters reserved for its approval or to be brought to its notice for information or reporting. The role and responsibilities of the Board under various statutes or regulations, may also be taken into account in determining such matters. However, the Board shall ensure that sufficient time is dedicated to strategy and risk governance.
(iii) The Chairperson of the Board shall have the primary responsibility for setting the agenda of the meeting.
(iv) The Board shall ensure that it receives suffi-cient information from the management to discharge its role effectively. It shall clearly define the nature, level of detail and frequency of information required from the management. The Board may rely on this information but may seek external reports, if needed.
(v) The Board shall periodically review the matters to be placed before it as well as the matters delegated to the Board Committees / Sub-Committees / Senior Management. The review shall also include the timelines for circulation of agen-da items, adequacy of information captured in the agenda, time allotted for important matters, etc.”
3(4) Paragraph 52 of Chapter III shall stand modified as under:
“52. The responsibilities of the Board of Directors of a Public Sector Bank (PSB) set out in paragraphs 8 to 11A of these Directions shall, mutatis mutandis, apply to the Board of a PVB.”
3(5) Paragraph 57 of Chapter III shall stand modified as under:
“57. The provisions pertaining to Board Structure and Practices for a PSB as specified in paragraphs 12 to 19B of these Direc-tions shall, mutatis mutandis, apply to a PVB.”
4. These Amendment Directions shall come into force from September 01, 2026.
(Scenta Joy)
Chief General Manager
Appendix I
Policy Matters prescribed by RBI for approval of Board’
| S. No. |
Broader Policy Head |
Coverage / Sub-heads |
Paragraph reference in extant directions/circulars |
Can be delegated (Yes2/No) |
| 1. | Credit Policy |
Credit Facilities | Paragraph 5 to the Reserve Bank of India (Commercial Banks — Cred-it Facilities) Directions, 2025 Paragraph 3.1 of Master Direction (Relief | No
No |
| Measures by banks in areas affected by Natural Calamities) dated Oc-tober 17, 2018 on action to be taken during natural calamities | ||||
| Transfer and acquisition of loan exposures | Paragraph 14 35, 57 and 145 of Reserve Bank of India (Commercial Banks — Transfer and Distribution of Credit Risk) Directions, 2025 |
No | ||
| Resolution of stressed assets | Paragraph 9, 12, 13, 125, and 150 of the Reserve Bank of India (Commercial Banks —Resolution of Stressed Assets) Directions, 2025 | No | ||
| Aspects related to wilful defaulters and large defaulters | Paragraph 4 of Reserve Bank of India (Commercial Banks— Treat-ment of Wilful Defaulters and Large Defaulters) Directions, 2025 | No | ||
| Income recognition, asset classification and provisioning norms3 | Paragraph 10 and 103 of the Reserve Bank of India (Commercial Banks — Income Recognition, Asset Classification and Provisioning) Directions, 2025 | No | ||
| 2. | Investment Policy | Investments and related activities |
Paragraph 6, 8, 10 and 17 of Reserve Bank of India (Commercial Banks — Classification, Valuation and Operation of Investment Portfolio) Directions, 2025 Paragraph 11(4) and 3 of Annex ll to Master | No
No |
| Direction — Reserve Bank of India (Margining for Non-Centrally Cleared OTC Derivatives) Directions dated May 08, 2024 | ||||
| 3. | Risk Manageme nt Policy of the bank | Credit Risk Management | Paragraph 5 of Reserve Bank of India (Commercial Banks— Credit Risk Management) Directions, 2025 |
No |
| Concentration Risk Management’ | Paragraph 6 of Reserve Bank of India (Commercial Banks — Concen-tration Risk Management) Directions 2025 | No | ||
| Market Risk Management | Paragraphs 18 and 20 of Guidance Note on Market Risk Management dated November 28, 2025 | No | ||
| Paragraph 237(5)(v)(e)(ii) of Reserve Bank of India (Commercial Banks- Prudential Norms on Capital Adequacy) Directions, 2025 | No | |||
| Paragraph 38 of Reserve Bank of India (Commercial Banks—Miscellaneous) Directions, 2025 | No | |||
| Paragraph 7(3) and 7(4) of Reserve Bank (Commercial Banks – Under-taking of Financial Services) Directions, 2025 (amended on December 05, 2025) | Yes, to the Risk Management Committee of the Board | |||
| Part C Paragraph 1, 2, and 4(i) of Master Direction – Risk Management and Inter-Bank Dealings dated July 05, 2016 | Yes, in respect of paragraph 2 only, to any Committee to which powers have been delegated by the Board | |||
| Paragraph 3.3 of Internal Control Guidelines by RBI dated February 03, 2011 | Yes, to any Committee to which powers have been delegated by the Board | |||
| Operational Risk | Paragraph 25, 26, 27, 31, 64, 74, 77, 97 & Principle 3, 4 and 5, of Guidance Note on Operational Risk Management and Operational Resilience dated November 28, 2025 | No | ||
| Paragraph 7(2) and 7(3) of Reserve Bank of India (Commercial Banks—Miscellaneous) Directions, 2025 | Yes, to any Committee of the Board | |||
| Liquidity Risk / ALM Management | Paragraph 9, 10, 11, 13, 14, 17, 18, and 22 of Reserve Bank of India (Commercial Banks — Asset Liability Management) Directions, 2025 | Yes in respect of paragraph 10 to any committee to which powers have been delegated by the Board; in respect of paragraph 13, to Risk Management Commit-tee of the Board; in respect of paragraph 14 to Asset Liability Committee of the Board | ||
| paragraph 13, to Risk Management Committee of the Board; in respect of paragraph 14 to Asset Liability Committee of the Board |
||||
| Stress Testing | Paragraph 15 and 16 of Annex IV to Reserve Bank of India (Commer-cial Banks – Prudential Norms on Capital Adequacy) Directions, 2025 | Yes, in respect of paragraph 16 only, to any committee to which powers have been delegated by the Board |
||
| Cyber Security | Paragraph 3 of Cyber Security Framework in Banks dated June 2, 2016 | No | ||
| Fraud Risk Management – Roles and responsibilities of Board / Board Committees & Senior Management |
Paragraph 2.1.1 of annex to Master Directions on Fraud Risk Man-agement in Commercial Banks (including Regional Rural Banks) and All India Financial Institutions dated July 15, 2024 | No | ||
| Overseas borrowings | Part C, 5(f)(i) of Master Direction – Risk Management and Inter-Bank Dealings dated July 05, 2016 | No | ||
| Chief Risk Officer (CRO) – Roles and responsibilities |
Paragraph 29 and 31 of the Reserve Bank of India (Commer-cial Banks – Governance) Directions, 2025 |
Yes, to Risk Management Committee of the Board |
||
| 4. | Outsourcin g Policy | – | Paragraph 10, 11, and 12(1) of Reserve Bank of India (Commercial Banks – Managing Risks in Outsourcing), 2025 | Yes, in respect of paragraph 11, 12(1) only, to any Committee to which powers have been delegated by the Board |
| 5. | Policy on Digital Banking | Digital payment products and services |
Paragraph 4 of Master Direction on Digital Payment Security Controls dated February 18, 2021 | No |
| Prepaid Payment Instruments(PPIs) and its relatedactivities |
Paragraph 7.2, 7.9 (a) & 7.11(a), 15.2 of Master Directions on Prepaid Payment Instruments (PPIs) dated August 27, 2021 | No | ||
| PPI interoperability | Paragraph 11.3 of Master Directions on Prepaid Payment Instru-ments (PPIs) dated August 27, 2021 | May be discontinued at the discretion of the Board |
||
| 6. | IT Policy | IT, Information Assets, Information Security, Business Continuity, Cyber Security | Paragraph 5(a) of Master Direction on Information Technology Gov-ernance, Risk, Controls and Assurance Practices dated November 7, 2023 | No |
| 7. | Responsib le Business / Lending conduct includ-ing customer service | Business conduct | Paragraph 5 of Reserve Bank of India (Commercial Banks – Respon-sible Business Conduct) Directions, 2025. | Yes, to any Committee to which powers have been delegated by the Board |
| Conduct and issuance of credit /debit cards | Paragraph 8 9 and 45 of Reserve Bank of India (Commercial Banks — Credit Cards and Debit Cards: Issuance and Conduct) Directions dated November 28, 2025 | Yes, to any Committee to which powers have been delegated by the Board |
||
| Credit Information Reporting | Paragraph 38 of the Reserve Bank of India (Commercial Banks – Cred-it Information Reporting) Directions, 2025 |
No | ||
| Model of Insurance Distribution, Issues of customer appropriateness, suitabilityand grievanceredressal |
Paragraph 6 to 10, 18(3) of Reserve Bank
(Commercial Banks -Undertaking of Financial Services) Directions, 2025 |
Yes, in respect of paragraph 6 to 10 only, to Customer Service Committee of the Board |
||
| Facilitating outward remittance under Liberalized Remittance Scheme (LRS) | Paragraph 3 of circular on Online submission of Form A2: Removal of limits on amount of remittance – A.P. (DIR Series) Circular No. 12 dated July 03, 2024 and MD on Liberalised Remittance Scheme dated January 01, 2016 | Yes, to any Committee to which powershave been delegated bythe Board |
||
| 8. | Authorizati
on for outlets / |
Opening, merging, shifting, conversion and | Paragraph 6 (i), (ii), (iii), (iv), and (vi) of
Reserve Bank of India (Commercial Banks – Branch Authorisation) Directions, 2025 |
Yes, to any Committee to which powershave been |
| other banking channels | closure of
banking outlets / offices / Engaging with Business Correspondent s |
Paragraph 6(v) of Reserve Bank of India (Commercial Banks – Branch Authorisation) Directions, 2025 Paragraph 6, of Reserve Bank of India (Commercial Banks – Climate Finance and Management of Climate Change Risks) |
delegated by the BoardNo |
|
| 9. | Policy on
Deposits / other Liability products |
Green Deposits
and Financing |
No | |
| Gold
Monetization scheme |
Paragraph 1.2(iii) and 2.1.1(v) of Gold
Monetization Scheme, October 22, 2015 |
Yes, to any Committee to which powershave been delegated bythe Board |
||
| 10. | Policy on
appointme nt & on of |
Appointment /
engagement of Auditors |
Paragraph 10.1 of Guidelines for Appointment
of SCAs / SAs of Commercial Banks dated April 27, 2021 Paragraph 4.1 and 4.1.1 of Annex to Master Directions on Fraud Risk Management in Commercial Banks (including Regional Rural Banks) and All India Financial Institutions |
Yes, to Audit Committee of the BoardNo |
| Appointment of Statutory Branch Auditors (SBAs) | Paragraph 5 of Revised guidelines for
appointment/Re-appointment of SBAs of |
Yes, to Audit Committee of the Board |
||
| Remuneration
payable for |
Paragraph 2(i) & 2.2(iii) of Remuneration
payable to the Statutory Central Auditors and Statutory Branch Auditors of Nationalised |
Yes, to Audit Committee of the Board |
||
| 11. | Policy /
criteria on Fit & Proper (F&P) assessme nt of Major Sharehold ers |
F&P assessment of major shareholder | Paragraph 6 of Reserve Bank of India
(Commercial Banks— Acquisition and Holding of Shares or Voting Rights) Directions, 2025 |
No |
| 12.
|
Policy on
Compensa tion |
Compensation
of Directors/ |
Paragraph 63(1) and 63(2) of Reserve Bank of | No |
| India (Commercial Banks – Governance)
Directions, 2025 |
||||
| Material Risk Takers | Paragraph 61(ii) of Reserve Bank of India (Commercial Banks – Governance) Direc-tions, 2025 | No | ||
| Criteria for granting fixed remuneration to its NEDs | ||||
| 13 | CSR Policy (donations etc) | – | Paragraph 7(1) and 49(2)(i) of Reserve Bank of India (Commercial Banks – Miscel-laneous) Directions, 2025 | No |
| 14 | Compliance Policy | – | Paragraph 2.1 of Compliance functions in banks and Role of Chief Compliance Officer (CCO) dated September 11, 2020 | No |
| 15 | Policy on Protected Disclosure Scheme | – | Paragraph 4 of Annex to Protected Disclosures Scheme for Private Sector and For-eign Banks dated April 18, 2007 | No |
| 16 | Disclosure Policy | – | Paragraph 6(iii) of Reserve Bank of India (Commercial Banks – Prudential Norms on Capital Adequacy) Directions, 2025 | No |
| 17 | Code of conduct/ Ethics policy | – | Paragraph 16 of Guidance Note on Operational Risk Management and Operational Resilience dated November 28, 2025 | No |
| 18 | Policy on Know Your Customer (KYC) | – | Paragraphs 6 (1),(2),(3),(4)(i),(4)(ii), 10, and 11, of Reserve Bank of India (Com-mercial Banks – Know Your Customer) Directions, 2025 | Yes, in respect of paragraph 6 (1),(2),(3),(4)(ii), 10, and 11 only, to any Committee to which powers have been delegated by the Board |
| 19
|
Policy on Interest rate on Deposits/ Advanc-es
|
–
|
Paragraph 7(1)(i), ii, iii, iv of Reserve Bank of India (Commercial Banks- Interest Rate on Deposits) Direction, 2025 | Yes in respect of paragraph 7(1)(i), ii, iii, iv, to any Committee of the Board |
| Paragraph 6 and 28 of Reserve Bank of India (Commercial Banks- Interest rates on Advances) Direction, 2025 | Yes, in respect of paragraph 6 only, to any Committee of the Boa |
Appendix II — Matters other than Poli-cy5
IIA — To be placed before the Board for approval / review / information
| S. No | Subject matter | Paragraph reference in extant direc-tions/circulars |
| For Approval | ||
| 1. | ICAAP — Structural Design and Contents | Paragraph 6 (i), 7, 228 (4) (i), 228 (8) (i) and 238 (1) (ii) of Reserve Bank of India (Commercial Banks- Prudential Norms on Capital Adequacy) Directions, 2025 |
| 2. | Capital Plan | Paragraph 6 (ii) of Reserve Bank of India (Commercial Banks – Pruden-tial Norms on Capital Adequacy) Directions, 2025 |
| 3. | Infusion of capital in overseas banking centres |
Paragraph 29 (1) of Reserve Bank of India (Commercial Banks – Pru-dential Norms on Capital Adequacy) Directions, 2025 |
| 4. | Acquisition of Shares or Voting Rights | Paragraph 23 & 24 of Reserve Bank of India (Commercial Banks) — Acquisition and Holding of Shares or Voting Rights) Directions, 2025 |
| 5. | Issuance of Regulatory Capital (PDI / RNCPS / RCPS / Basel III Tier 2 Debt Capital /Upper Tier 2 instruments and Lower Tier 2 instruments) | Paragraph 19(2), 19(20), 20 (2), 20 (22), 24 (2), 24 (18), 25 (2) and 25 (16) of Reserve Bank of India (Commercial Banks- Prudential Norms on Capital Ade-quacy) Directions, 2025 |
| 6. | Reclassifications
between categories viz. Held till Maturity (HTM), Available for Sale (AFS) and Fair Value through Profit and Loss (FVTPL) |
Paragraph 66 of Reserve Bank of India (Commercial Banks — Classi-fication, Valuation and Operation of Investment Portfolio) Directions, 2025 |
| 7. | New Over the Counter (OTC) derivative products | Paragraph 4.3.3 of Master Direction — Reserve Bank of India
(Market-makers in OTC Derivatives) Directions, 2021 dated September 16, 2021 |
| 8. | Rupee Drawing Arrangements beyond 20 in number | Paragraph 2 of the Master Direction — Opening and Maintenance of Rupee/Foreign Currency Vostro Accounts of Non-resident Exchange Houses dated Jan-uary 1, 2016 |
| 9. | Declaration of Dividend | Paragraph 6 of Reserve Bank of India (Commercial Banks—Prudential Norms on Declaration of Dividends and Remittance of Profit) Directions, 2025 |
| 10.
|
Approval by Board of Directors in case of Voluntary Amalgama-tion | Paragraph 7 and 9 of Reserve Bank of India (Commercial Banks – Vol-untary Amalgamation) Directions, 2025
|
| 11. | Approval for increasing branches beyond 300 (in respect of vostro accounts of Non- resident Exchange Houses) |
Paragraph 3(i) of the Master Direction — Opening and Maintenance of Rupee/Foreign Currency Vostro Accounts of Non-resident Exchange Houses dated Jan-uary 1, 2016 |
| 12. | RTGS membership | Annex V of the Master Direction on Access Criteria for Payment Sys-tems dated January 17, 2017 |
| 13. | Appointment/ Reappointment of Managing Director & CEO / PTC | Paragraph 65 (ii) of Reserve Bank of India (Commercial Banks – Gov-ernance) Directions, 2025 |
| 14. | Remuneration of WTD | Paragraph 66 of Reserve Bank of India (Commercial Banks — Gov-ernance) Directions, 2025 |
| 15. | Compromise settlements in respect of debtors classified as fraud or wilful defaulter | Paragraph 12(5)(ii) of the Reserve Bank of India (Commercial Banks — Resolution of Stressed Assets) Directions, 2025 |
| 16. | Proposal for Financing promoters equity contribution towards the company’s equity capital | Para 137(10) of Reserve Bank of India (Commercial Banks— Cred it Facilities) Directions, 2025 |
| 17. | Proposal for Financing PSU Disinvestments | Para 158(1) of Reserve Bank of India (Commercial Banks —
Credit Facilities) Directions, 2025 |
| 18. | Approval for obtaining NOC to act as TM/TCM/PCM | Paragraph 12 of Reserve Bank of India (Commercial Banks — Under-taking of Financial Services) Directions, 2025 |
| 19. | Undertaking any form of business through more than one entity in the group | Paragraph 18(3) of Reserve Bank of India (Commercial Banks — Un-dertaking of Financial Services) Directions, 2025 |
| 20. | Number of additional WTDs (other than MD&CEO) | Paragraph of Reserve Bank of India (Commercial Banks – Govern-ance) Directions, 2025 |
| For Review | ||
| 21. | Working of subsidiaries of banks | Paragraph 9 and 40 (1) of (Commercial Banks -Undertaking of Finan-cial Services) Directions dated November 28, 2025 (amended on December 05, 2025) |
| 22. | Amount raised under Green Deposits and its allocation | Paragraph 7 of Reserve Bank of India (Commercial Banks & – Climate Finance and Management of Climate Change Risks) Directions, 2025 |
| 23. | Key Financial Inclusion Parameters Credit extended to SCs/STs | National Strategy of Financial Inclusion (NSFI) and RBI letter on Moni-toring Progress of Financial Inclusion (MPFI) dated February 20, 2020, read with the let-ter dated December 12, 2024.Paragraph 6.2 of Master Circular Credit facilities to SC/STs dated June 16, 2025 |
| 24. | Monitoring of country risk exposures | Para 54 of Reserve Bank of India (Commercial Banks —Credit Risk Management) Directions, 2025 |
| 25. | Review of Material ITEs. | Para 6(2)(i) of Reserve Bank of India (Commercial Banks – Concentra-tion Risk Management) Directions, 2025 |
| 26. | Review of Compensation system of the bank | Paragraph 237(14)(v) of Reserve Bank of India (Commercial Banks – Prudential Norms on Capital Adequacy) Directions, 2025 |
| 27. | Review of assessment of ICAAP | Paragraph 7 and 228(8)(i) of Reserve Bank of India (Commercial Banks – Prudential Norms on Capital Adequacy) Directions, 2025 |
| 28. | Annual review of the implementation of exposure management measures | Paragraph 6(2) (ii), (iii) of Reserve Bank of India (Commercial Banks – Concentration Risk Management) Directions, 2025 |
| For Information / Reporting | ||
| 29. | Compromise Settlements and Technical Write-offs |
Paragraph 94 of the Reserve Bank of India (Commercial Banks — Resolution of Stressed Assets) Directions, 2025 |
| 30. | Customer Service aspects | Paragraph 15 of Reserve Bank of India (Commercial Banks – Respon-sible Business Conduct) Directions, 2025.
Paragraph 18 of Reserve Bank of India (Commercial Banks – Credit Information Report-ing) Directions, 2025 |
| 31. | Reporting of annual review of donations made by the bank | Paragraph 50 of Reserve Bank of India (Commercial Banks — Miscel-laneous) Directions, 2025 |
| 32. | Fit and proper status of major shareholders | Paragraph 18(4), 19, 20 and 21 of Reserve Bank of India (Commercial Banks — Acquisition and Holding of Shares or Voting Rights) Directions, 2025 |
| 33. | Information Security Governance of Payment Aggregators and Pay-ment Gateways | Paragraph 1.1 of Annexure 1 to Master Direction on Regulation of Payment Aggregator (PA) dated September 15, 2025 |
| 34. | Operational resilience of business units | Paragraph 55 of Guidance Note on Operational Risk Management and Operational Resilience dated November 28, 2025. |
| 35. | Loans to Related Parties | Para 42N of Reserve Bank of India (Commercial Banks — Credit Risk Management) Directions, 2025 |
| 36. | Acquisition of Shares or Voting Rights- Monitoring mechanism to as-certain that a major shareholder has obtained prior RBI approval for acquiring share-holding rights | Paragraph 25 of Reserve Bank of India (Commercial Banks — Acquisi-tion and Holding of Shares or Voting Rights) Directions, 2025 |
| 37. | Report on encumbrance of shares — ongoing monitoring of section 12B (5) of BR Act, 1949 | Paragraph 28 of Reserve Bank of India (Commercial Banks— Acquisi-tion and Holding of Shares or Voting Rights) Directions, 2025 |
| 38. | Reporting of outcome of stress test | Paragraph 68(2) of Reserve Bank of India (Commercial Banks – Asset Liability Management Directions, 2025) |
IIB — May be delegated at the discretion of the Board
| S. No | Subject matter | Paragraph reference in extant directions/circulars |
May be delegated to |
| For Approval | |||
| 1. | Risk assessment methodology for RBIA | Paragraph 4.1 of guidance note on Risk-Based Internal Audit dated December 27, 2002 |
Audit Committee of the Board |
| 2. | Annual Audit Plan | Paragraph 5.1 of guidance note on Risk-Based Internal Audit dated December 27, 2002 |
Audit Committee of the Board |
| 3. | Sanction of loans to Directors / Directors of other banks and their relatives |
Paragraph 42K of Reserve Bank of India (Commercial Banks — Credit Risk Management) Directions, 2025 | Committee on Lending to Related Parties |
| 4. | Operational manual highlighting the roles/responsibilities of the deal-ers/mid- office/back-office | Paragraph IV(xiv) of Constituents’ Subsidiary General Ledger Account (CSGL) guidelines dated September 22, 2021 |
Any Committee to which powers have been delegated by the Board |
| 5. | Appointment of the Chief Risk Officer (CRO) | Paragraph 59 of Reserve Bank of India (Commercial Banks – Govern-ance) Directions, November 28, 2025 | Risk Management Committee of the Board |
| 6. | Appointment of the Chief Compliance Officer (CCO) |
Paragraph 2.5 of Compliance functions in banks and Role of Chief Compliance Officer (CCO) dated September 11, 2020 | Audit Committee of the Board |
| 7. | Appointment of statutory auditors for Overseas Branches |
Appointment of statutory auditors for Overseas Branches dated June 15, 1993 | Audit Committee of the Board |
| 8. | Allotment of Special Assignments other than Statutory Audit | Paragraph 6.4 of the Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) dated April 27, 2021 |
Audit Committee of the Board |
| 9. | Annual Banking Outlet Expansion Plan (ABOEP) |
Paragraph 19 of Reserve Bank of India (Commercial Banks – Branch Authorisation) Directions, 2025 |
Any Committee to which powers have been delegated by the Board |
| 39. | Establishing new correspondent banking relationships | Paragraph 73 of Reserve Bank of India (Commercial Banks — Know Your Customer) Directions, 2025 | Any Committee to which powers have been delegated by the Board |
| 40. | Authorisation and oversight of service providers, owned or controlled by Directors or key managerial personnel |
Paragraph 54 of Reserve Bank of India (Commercial Banks – Manag-ing Risks in Outsourcing), 2025 | Any Committee of the Board |
| For Review | |||
| 41. | Long Form Audit Report (LFAR) to be submitted to the Reserve Bank | Paragraph 5(c) of Long Form Audit Report (LFAR) — Review dated Sep-tember 5, 2020 | Audit Committee of the Board. |
| 42. | Progress in Implementation of Cassette – Swaps in ATMs |
Paragraph 3 of Cassette – Swaps in ATMs, dated March 31, 2022 | Any Committee to which powers have been delegated by the Board |
| 43. | Investment Portfolio | Paragraphs 12, 14, and 93(1) Reserve Bank of India (Commercial Banks — Classification, Valuation and Operation of Investment Portfolio) Directions, 2025 |
Risk Management Committee of the Board |
| 44. | Business Correspondent (BC) Model | Paragraph 7(3)(iii),(iv) and 84 of Reserve Bank of India (Commercial Banks – Branch Authorisation) Directions, 2025 | Any Committee to which powers have been delegated by the Board |
| 16. | Review and Monitoring of Transactions in Banking Outlets |
Paragraph 7(1)(ii),(iii) and (iv) of Reserve Bank of India (Commercial Banks – Branch Authorisation) Directions, 2025 |
Any Committee to which powers have been delegated by the Board |
| 17. | Inspection reports of Vostro accounts of Exchange Houses |
Paragraph 8(b) of Master Direction — Opening and Maintenance of Rupee/Foreign Currency Vostro Accounts of Non-resident Exchange Houses dated January 1, 2016 |
Any Committee to which powers have been delegated by the Board |
| 18. | Review of scheme on doorstep banking services and its progress |
Paragraph 7(4)(i) of Reserve Bank of India (Commercial Banks – Branch Authorisation) Directions, 2025 Paragraph 120 of Reserve Bank of India (Com-mercial Banks – Responsible Business Conduct) Directions, 2025. | Any Committee to which powers have been delegated by the Board Customer Service Committee of the Board |
| 19. | Review, reporting and compliance certificate in relation to all material outsourcing |
Paragraph 11, 12(1)(v) and (vi), 21(iv), 36 of Reserve Bank of India (Commercial Banks — Managing Risks in Outsourcing) Directions, 2025 | 11, 12(1)(v)and (vi): Any Committee to which powers have been delegated by the Board |
| 20. | Effectiveness of Risk- Based Internal Audit | Paragraph 8.2 of Guidance notes on Risk-Based Internal Audit dated December 27, 2002 | Audit Committee of the Board |
| 21. | Review of Cyber Security Risks / Reporting of significant cyber security incidents |
Paragraph 24.d.vii of the Reserve Bank of India (Information Technolo-gy Governance, Risk, Controls and Assurance Practices) Directions, dated November 07, 2023 Paragraph 5 of the Sus-tained Assurance on Cyber Resilience Framework dated November 1, 2017 |
Risk Management Committee / IT sub-committee of the Board |
| 22. | Base rate | Paragraph 14 of Reserve Bank of India (Commercial Banks – Interest Rates on Advances) Directions, 2025 | Asset Liability Committees (ALCOs) |
| 23. | Marginal cost of funds | Paragraph 24 of Reserve Bank of India (Commercial Banks – Interest Rates on Advances) Directions, 2025 | Any Committee to which powers have beendelegated by the Board |
| 24. | Review of NPAs above a threshold amount | Paragraph 58 (2) of the Reserve Bank of India (Commercial Banks- Transfer nd Distribution of Credit Risk) Directions, 2025 | Any Committee to which powers have been delegated by the Board |
| 25. | Progress and key performance indicators of digital banking services (including DBU) |
Paragraph 7(2)(ii) of Reserve Bank of India (Commercial Banks – Branch Authorisation) Directions, 2025 | Any Committee to which powers have been delegated by the Board |
| 26. | Customer Service aspects | Paragraph 6 of Reserve Bank of India (Commercial Banks – Responsible Business Conduct) Directions, 2025 | Any Committee to which powers have been delegated by the Board |
| For Information / Reporting | |||
| 27. | Report by CIV on Vigilance Activities | Paragraph 3 of Annex Internal Vigilance in Private Sector/foreign Banks dated May 26, 2011 | Any Committee of the Board |
| 28. | Analysis of incidents of operational risk failures & their impact |
Paragraph 102 of Guidance Note on Operational Risk Management and Operational Resilience dated November 28, 2025 |
Audit Committee of the Board |
| 29. | Results of review of Business Continuity Planning and its Testing |
Paragraph 77 (1) and 82 of Guidance Note on Operational Risk Management and Operational Resilience dated November 28, 2025 |
Any Committee to which powers have been delegated by the Board |
| 30. | Assessments of the Operational Risk Management Framework by internal or external audit / risk management function |
Paragraph 12 (3) (ii) (c), (d) and 52 of Guidance Note on Operational Risk Management and Operational Resilience dated November 28, 2025 |
Audit Committee of the Board |
| 31. | Report on Compliance risks | Paragraph 2.9(iv), 2.9(v) and 2.9(vi) of the Compliance functions in banks and Role of Chief Compliance Officer (CCO) dated September 11, 2020 | Audit Committee of the Board |
| 32.
|
Review of Fraud risk incidents
|
Paragraph 2.1.4 of the Master Directions on Fraud Risk Management in Commercial Banks (including Regional Rural Banks) and All India Financial Institu-tions dated July 15, 2024 | Audit Committee of the Board |
| 33. | Collateral management for OTC derivatives | Paragraph 158 (5) of Reserve Bank of India (Commercial Banks — Prudential Norms on capital adequacy) Directions, 2025 | Any Committee of the Board |
| 34. | Reporting of bank’s liquidity risk profile | Para 26(8) of Reserve Bank of India (Commercial Banks— Asset Lia-bility Management) Directions, 2025 | Risk Management Committee |
IIC —May be discontinued at the discretion of the Board
| S. No | Subject matter | Paragraph reference in extant direc-tions/circulars |
| For Approval | ||
| 1. | Issue of multicity / payable at all branches cheques by CBS enabled banks |
Paragraph 4 of the Issue of multicity / payable at all branches cheques by CBS enabled bank, dated August 10, 2012 |
| For Review | ||
| 2. | Business through brokers in excess of 5% limit | Paragraph 92(8) of Reserve Bank of India (Commercial Banks — Classification, Valuation and Operation of Investment Portfolio) Directions, 2025 |
| 3. | Review note on sanction of credit limits to exporters | Paragraph 427 of Reserve Bank of India (Commercial Banks – Re-sponsible Business Conduct) Directions, 2025. |
| 4. | Review of implementation of instructions regarding operations in rural branches | Paragraph 39 of Reserve Bank of India (Commercial Banks Responsible Business Conduct) Directions, 2025. |
| 5. | Loans to stockbrokers and market makers | Paragraph 188 (8) of Reserve Bank of India (Commercial Banks — Credit Facilities) Directions, 2025 |
| For Information / Reporting | ||
| 6. | ATM transactions including failed transactions and penalties paid | Paragraph v of the Reconciliation of transactions at ATMs failure — Time limit, dated July 17, 2009 & Paragraph 2 of Declines in ATM transactions — reporting of dated January 17, 2013 |
Notes:-
1a. The matters enlisted here may be read along with the respective RBI Directions. Multiple requirements to place matters before Board, relating to a similar aspect / matter have been listed only once.
- Banks are free to regroup the policies as they deem fit, so long as the aspects above are captured in one or more policies.
2 Yes may be read as “Yes, at the discretion of the Board.”
3 Related aspects may be covered in Investment policy as well
4 Related aspects may be captured in market risk policy
5 The matters enlisted here may be read along the with respective RBI Di-rections. Multiple requirements to place matters before Board, relating to a similar as-pect / matter have been listed only once.
RBI/2026-27/<>
DOR.HGG.GOV. /29.67.001/2026-27
DD-MM-YYYY
Draft Reserve Bank of India (Small Finance Banks – Governance) Amendment Directions, 2026
Please refer to the Reserve Bank of India (Small Finance Banks – Govern-ance) Directions, 2025 (hereinafter referred to as ‘Directions’).
2. In an endeavour to enable bank Boards to utilize their time effectively and to facilitate a more focused and qualitative engagement on strategy and risk governance, it has been decided to undertake a review to rationalize the extant RBI directions/circulars on the matters required to be placed before the Boards. Accordingly, in exercise of the pow-ers conferred by Section 35A of the Banking Regulation Act, 1949 and all other provi-sions / laws enabling the Reserve Bank of India in this regard, the Reserve Bank of India, being satisfied that it is necessary and expedient in public interest so to do, hereby, is-sues the Amendment Directions hereinafter specified.
3. The Amendment Directions modify the Directions as under:
3(1) Paragraph 29 of Chapter V shall be deleted and re-inserted after paragraph 20 of Chapter IV as under:
“20A. The Board shall exercise oversight on the follow-ing:
i. risk management system, policy and strategy followed by the bank;
ii. exposures to related entities of the bank, viz. details of lending to / investment in subsidiaries, the asset classification of such lending / invest-ment, etc.; and
iii. conformity with corporate governance standards viz. in composition of various committees, their role and functions, periodicity of the meet-ings and compliance with coverage and review functions etc.”
3(2) Paragraph 21 of Chapter IV and paragraphs 28, 30, 31, 32 and 33 of Chapter V shall be deleted.
3(3) After paragraph 33 of Chapter V, the following new paragraphs shall be inserted as under:
“33A. The Reserve Bank has mandated through various directions/circulars issued from time to time that certain policies and other matters for approval/review/information be placed before the Board. The policies and other matters along with the relevant para-graph reference of directions/circulars have been compiled in Appendix I and Appendix II respectively, for ease of reference of banks. The Board may at its discretion, delegate certain aspects of these matters to a Board Committee/ Management Committee, as indicated in the Appendices. The review of policies required to be placed before the Board for approval may be delegated to Board Committees, with the Board approving only material amendments to such policies. The contours of ‘material amendments’, to the extent feasible, shall be defined by the Board.
33B. In addition to the matters specified in Appendix I and Appendix II, the matters to be placed before the Board may be determined based on the following key principles:
i. The ultimate responsibility for the bank’s performance, conduct and control rests with the Board. It may, however, delegate certain matters to the Board Committees / Sub-Committees / Senior Management, along with reporting requirements as may be necessary.
ii. The Board shall clearly articulate the matters reserved for its approval or to be brought to its notice for information or reporting. The role and responsibilities of the Board under various statutes or regulations, may also be taken into account in determining such matters. However, the Board shall ensure that suffi-cient time is dedicated to strategy and risk governance.
iii. The Chairperson of the Board shall have the primary responsibility for setting the agenda of the meeting.
iv. The Board shall ensure that it receives sufficient in-formation from the management to discharge its role effectively. It shall clearly define the nature, level of detail and frequency of information required from the management. The Board may rely on this information but may seek external reports, if needed.
v. The Board shall periodically review the matters to be placed before it as well as the matters delegated to the Board Committees / Sub-Committees / Senior Management. The review shall also include the timelines for circu-lation of agenda items, adequacy of information captured in the agenda, time allotted for important matters, etc.”
4. These Amendment Directions shall come into force from September 1, 2026.
(Scenta Joy)
Chief General Manager
RBI/2026-27/<>
DOR.HGG.GOV. /29.67.001/2026-27
DD-MM-YYYY
Draft Reserve Bank of India (Payments Banks – Governance) Amendment Directions, 2026
Please refer to the Reserve Bank of India (Payments Banks – Governance) Directions, 2025 (hereinafter referred to as ‘Directions’).
2. In an endeavour to enable bank Boards to utilize their time effectively and to facilitate a more focused and qualitative engagement on strategy and risk governance, it has been decided to undertake a review to rationalize the extant RBI directions/circulars on the matters required to be placed before the Boards. Accordingly, in exercise of the pow-ers conferred by Section 35A of the Banking Regulation Act, 1949 and all other provi-sions / laws enabling the Reserve Bank of India in this regard, the Reserve Bank of India, being satisfied that it is necessary and expedient in public interest so to do, hereby, is-sues the Amendment Directions hereinafter specified.
3. The Amendment Directions modify the Directions as under:
3(1) Paragraph 23 of Chapter V shall be deleted and reinserted (with slight modification) after paragraph 16 as under:
“16A. The Board shall exercise oversight on the follow-ing:
(i) risk management system, policy and strategy fol-lowed by the bank;
(ii) exposures to related entities of the bank;
(iii) conformity with corporate governance standards viz. in composition of various committees, their role and functions, periodicity of the meet-ings and compliance with coverage and review functions etc.”
3(2) Paragraph 17 of Chapter IV and paragraphs 22, 24, 25, 26 and 27 of Chapter V shall be deleted.
3(3) After paragraph 27, the following new paragraphs shall be inserted in chapter V as under:
“27A. The Reserve Bank has mandated through various directions/circulars issued from time to time, that certain policies and other matters for approval/review/information be placed before the Board. The policies and other matters along with the relevant paragraph reference of directions/circulars have been compiled in Appendix I and Appendix II respectively, for ease of reference of banks. The Board may at its discretion, delegate certain aspects of these matters to a Board Committee/ Man-agement Committee, as indicated in the Appendices. The review of policies required to be placed before the Board for approval may be delegated to Board Committees, with the Board approving only material amendments to such policies. The contours of ‘mate-rial amendments’, to the extent feasible, shall be defined by the Board.
27B. In addition to the matters specified in Appendix I and Appendix II, the matters to be placed before the Board may be determined based on the following key principles:
(i) The ultimate responsibility for the bank’s perfor-mance, conduct and control rests with the Board. It may, however, delegate certain mat-ters to the Board Committees / Sub-Committees / Senior Management, along with re-porting requirements as may be necessary.
(ii) The Board shall clearly articulate the matters reserved for its approval or to be brought to its notice for information or reporting. The role and responsibilities of the Board under various statutes or regulations, may also be taken into account in determining such matters. However, the Board shall ensure that suffi-cient time is dedicated to strategy and risk governance.
(iii) The Chairperson of the Board shall have the primary responsibility for setting the agenda of the meeting.
(iv) The Board shall ensure that it receives sufficient in-formation from the management to discharge its role effectively. It shall clearly define the nature, level of detail and frequency of information required from the management. The Board may rely on this information but may seek external reports, if needed.
(v) The Board shall periodically review the matters to be placed before it as well as the matters delegated to the Board Committees / Sub-Committees / Senior Management. The review shall also include the timelines for circu-lation of agenda items, adequacy of information captured in the agenda, time allotted for important matters, etc.”
4. These Amendment Directions shall come into force from September 1, 2026.
(Scenta Joy)
Chief General Manager
RBI/2026-27/<>
DOR.HGG.GOV. /29.67.001/2026-27
DD-MM-YYYY
Draft Reserve Bank of India (Local Area Banks – Governance) Amendment Di-rections, 2026
Please refer to the Reserve Bank of India (Local Area Banks – Governance) Directions, 2025 (hereinafter referred to as ‘Directions’).
2. In an endeavour to enable bank Boards to utilize their time effectively and to facilitate a more focused and qualitative engagement on strategy and risk governance, it has been decided to undertake a review to rationalize the extant RBI directions/circulars on the matters required to be placed before the Boards. Accordingly, in exercise of the pow-ers conferred by Section 35A of the Banking Regulation Act, 1949 and all other provi-sions / laws enabling the Reserve Bank of India in this regard, the Reserve Bank of India, being satisfied that it is necessary and expedient in public interest so to do, hereby, is-sues the Amendment Directions hereinafter specified.
3. The Amendment Directions modify the Directions as under:
3(1) Paragraph 15 of Chapter IV and paragraphs 20 and 21 of Chapter V shall be delet-ed.
3(2) After paragraph 21, the following new paragraphs shall be inserted as under:
“21A The Reserve Bank has mandated through various directions/circulars issued from time to time that certain policies and other matters for approval/review/information be placed before the Board. The policies and other matters along with the relevant paragraph reference of directions/circulars have been compiled in Appendix I and Appendix II respectively, for ease of reference of banks. The Board may at its discretion, delegate certain aspects of these matters to a Board Committee/ Man-agement Committee, as indicated in the Appendices. The review of policies required to be placed before the Board for approval may be delegated to Board Committees, with the Board approving only material amendments to such policies. The contours of ‘mate-rial amendments’, to the extent feasible, shall be defined by the Board.
21B. In addition to the matters specified in Appendix I and Appendix II, the matters to be placed before the Board may be determined based on the following key principles:
i. The ultimate responsibility for the bank’s performance, conduct and control rests with the Board. It may, however, delegate certain matters to the Board Committees / Sub-Committees / Senior Management, along with reporting requirements as may be necessary.
ii. The Board shall clearly articulate the matters reserved for its approval or to be brought to its notice for information or reporting. The role and responsibilities of the Board under various statutes or regulations, may also be taken into account in determining such matters. However, the Board shall ensure that suffi-cient time is dedicated to strategy and risk governance.
iii. The Chairperson of the Board shall have the primary responsibility for setting the agenda of the meeting.
iv. The Board shall ensure that it receives sufficient in-formation from the management to discharge its role effectively. It shall clearly define the nature, level of detail and frequency of information required from the management. The Board may rely on this information but may seek external reports, if needed.
v. The Board shall periodically review the matters to be placed before it as well as the matters delegated to the Board Committees / Sub-Committees / Senior Management. The review shall also include the timelines for circu-lation of agenda items, adequacy of information captured in the agenda, time allotted for important matters, etc.”
4. These Amendment Directions shall come into force from September 1, 2026.
(Scenta Joy)
Chief General Manager
