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State Bank of India (Subsidiary Banks) Act,1959

Act No : 38


Section : Composition of the Board of Directors.

25. Composition of the Board of Directors.- (1) Subject to the provisions of sub-section (2), the Board of Directors of a subsidiary bank shall consist of the following:-- (a) the chairman for the time being of the State Bank, ex officio; 1*[(aa) the managing director appointed under sub-section (1) of section 29, or under section 32;] (b) an officer of the Reserve Bank, to be nominated by that bank; (c) not more than five directors to be nominated by the State Bank of whom not more than three shall be officers of that bank; 2*[Provided that any nomination of a director made by the State Bank under this clause shall, except in so far as it relates to an office of that bank, be in consultation with the Central Government.] 1*[(ca) one director, from among the employees of the subsidiary bank, who are workmen, to be appointed by the Central Government in the manner provided in the rules made under this Act; (cb) one director, from among such of the employees of the subsidiary bank as are not workmen, to be appointed by the Central Government in the manner provided in the rules made under this Act;] (d) two directors to be elected in the prescribed manner by the shareholders, other than the State Bank: Provided that if the total amount of the holdings of all such shareholders registered in the books of the subsidiary bank three months before the date fixed for election is below five per cent. of the total issued capital, or if there are no shareholders other than the State Bank registered on the books of the subsidiary bank, the directors to be elected by the shareholders shall be nominated by the State Bank and such directors shall, for the purposes of this Act, be deemed to be directors elected under this clause; (e) a director, if any to be nominated by the Central Government 2*** (2) Notwithstanding anything contained in clause (d) of sub- section (1), on the first constitution of the Board of Directors, the directors referred to in the said clause shall be appointed by the ---------------------------------------------------------------------- 1. Ins. by Act 48 of 1973, s. 28 (w.e.f. 1-7-1974). 2. Ins. by Act 66 of 1988, s. 18 (w.e.f. 30-12-1988). 3. Certain words omitted by s. 18 ibid. (w.e.f. 30-12-1988). 188 State Bank and the directors so appointed shall, for the purposes of this Act, be deemed to have been elected within the meaning of the said clause. (3) If, for any reason, a director of a subsidiary bank nominated under clause (b) of sub-section (1) is unable to exercise his functions or to discharge his duties as such director, the Reserve Bank may nominate any of its officers to exercise all the functions and to discharge all the duties of such director whenever he is so unable to exercise his functions or discharge his duties, and the officer so nominated shall for all purposes of this Act be deemed to be a director of the subsidiary bank. (4) An officer of the Reserve Bank or the State Bank may be nominated as a director of a subsidiary bank by virtue of his office. (5) The directors nominated under sub-section (2) shall retire at the expiry of one year after the appointed day. (6) Any nomination or appointment of a director made by the State Bank under this Act shall, except in so far it relates to an officer of that bank, be in consultation with the Reserve Bank.


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