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pc nid 94330 Jul 31, 2026 pthandapani@vixio.com India Reserve Bank of India financial services
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India's Reserve Bank Amends Commercial Banks Governance Directions on Share-Linked Instruments

On July 30, 2026, the Reserve Bank of India (RBI) issued the Reserve Bank of India (Commercial Banks – Governance) Third Amendment Directions, 2026, modifying governance requirements for commercial banks operating in India. The amendment follows the RBI's issuance of the Reserve Bank of India (Commercial Banks - Prudential Norms on Capital Adequacy) Seventh Amendment Directions, 2026, which introduced changes to Basel Pillar 3 disclosure requirements. The RBI exercised powers conferred under Section 35A of the Banking Regulation Act, 1949, to issue the amendment directions. The key modifications address share-linked instruments and remuneration disclosures. First, the amendment revises requirements for share-linked instruments as a component of variable pay. Banks must frame norms for granting share-linked instruments through their Promoter Verification Body (PVB) in conformity with relevant statutory provisions, with these norms forming part of the PVB's compensation policy. Share-linked instruments must be fair valued on the grant date using the Black-Scholes model, with the fair value recognised as an expense from the accounting period for which approval was granted. Details of share-linked instruments granted must be disclosed in accordance with the Reserve Bank of India (Commercial Banks: Financial Statements – Presentation and Disclosures) Directions, 2025. Second, the amendment modifies remuneration disclosure requirements. Banks must now disclose remuneration information for Whole-Time Directors (WTDs), Managing Directors and Chief Executives (MD&CEO), Chief Executives (CEO), and Material Risk Takers (MRTs) on an annual basis minimum, as part of their Annual Financial Statements as prescribed in the relevant RBI directions. The amendments come into force on April 1, 2027, providing banks with a transition period to implement the revised governance requirements.

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Reserve Bank of India Amends Commercial Banks Governance Directions on Share-Linked Instruments

On July 30, 2026, the Reserve Bank of India (RBI) issued the Reserve Bank of India (Commercial 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 private sector bank's (PVB) 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 be disclosed in accordance with the Reserve Bank of India (Commercial Banks - Prudential Norms on Capital Adequacy) directions, 2025. Administrative measures detailing that a private sector bank (PVB) must disclose the remuneration of whole-time directors (WTDs), managing directors and chief executive officers (MD&CEOs), chief executive officers (CEOs), and material risk takers (MRTs) on at least an annual basis under the updated capital adequacy directions. The amendments take effect from April 1, 2027.