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pc nid 94335 Jul 31, 2026 pthandapani@vixio.com India Reserve Bank of India financial services
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India's Reserve Bank Amends Payments Banks Governance Directions on Remuneration Disclosures

On July 30, 2026, the Reserve Bank of India (RBI) issued the Reserve Bank of India (Payments Banks – Governance) Third Amendment Directions, 2026, modifying governance requirements for payments banks operating in India. The amendment addresses two key areas of remuneration governance. First, it revises requirements for share-linked instruments as variable pay components. Under the updated framework, payments banks must fair value share-linked instruments on the grant date using the Black-Scholes model, with the resulting fair value recognised as an expense beginning with the accounting period for which approval has been granted. Banks must frame norms for granting share-linked instruments in conformity with relevant statutory provisions, incorporating these norms into their compensation policies. Details of share-linked instruments granted must be disclosed in accordance with the Reserve Bank of India (Payments Banks: Financial Statements – Presentation and Disclosures) Directions, 2025 and the Reserve Bank of India (Payments Banks – Prudential Norms on Capital Adequacy) Directions, 2025. Second, the amendment modifies disclosure requirements for remuneration of Whole-Time Directors (WTDs), Managing Directors and Chief Executives (MD&CEOs), and Material Risk Takers (MRTs). Payments banks must now disclose remuneration information for these roles on an annual basis at minimum in their Annual Financial Statements, as prescribed in the applicable RBI directions. The amendment was issued under Section 35A of the Banking Regulation Act, 1949, following a review consequent to the issuance of the Reserve Bank of India (Small Finance Banks – Prudential Norms on Capital Adequacy) Fifth Amendment Directions, 2026 pertaining to Basel Pillar 3 disclosures. The amendments come into force on April 1, 2027, providing payments banks with nine months to align their governance and disclosure practices accordingly.

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Reserve Bank of India Amends Payments Banks Governance Directions on Remuneration Disclosures

On July 30, 2026, the Reserve Bank of India (RBI) issued the Reserve Bank of India (payments banks – governance) third amendment directions, 2026, which modify the principal directions from 2025. The amended directions contain: Regulations prescribing that share-linked instruments must be included as a component of variable pay, and the norms for their grant must conform to statutory provisions and form part of a bank's compensation policy. Specific rules mandating that share-linked instruments must be fair valued on the date of grant using the Black-Scholes model, with the fair value recognised as an expense beginning with the accounting period for which approval was granted. Provisions outlining updated disclosure requirements, stipulating that the details of share-linked instruments must now be disclosed in accordance with the Reserve Bank of India (payments banks - prudential norms on capital adequacy) directions, 2025. Administrative measures detailing that a bank must disclose the remuneration of whole-time directors (WTDs), managing directors and chief executive officers (MD&CEOs), and material risk takers (MRTs) on at least an annual basis under the updated capital adequacy directions. The amendments take effect on April 1, 2027.