5. Management.—(1) The general superintendence, direction and management of the affairs and
business of the Exim Bank shall vest in the Board, which may exercise all powers and do all acts and
things which may be exercised or done by the Exim Bank.
(2) Save as otherwise provided in the regulations made under this Act—
(a) the chairman, if he is a whole-time director or if he is holding offices both as the chairman and
the managing director, or
(b) the managing director, if the chairman is not a whole-time director, or, if the chairman being a
whole-time director, is absent,
shall also have powers of general superintendence, direction and management of the affairs and business
of the Exim Bank and may also exercise all powers and do all acts and things which may be exercised or
done by the Exim Bank.
(3) Subject to the provisions of this Act, the Board in discharging its functions shall act on business
principles with due regard to public interest.
(4) In the discharge of its functions under this Act, the Exim Bank shall be guided by such directions
in matters of policy involving public interest as the Central Government may give to it in writing.
6. Constitution of Board.—(1) The Board of Directors of the Exim Bank shall consist of the
following, namely:—
(a) a chairman and a managing director appointed by the Central Government:
Provided that the same person may be appointed to function both as chairman and as managing
director;
2
[(aa) two whole-time directors appointed by the Central Government;]
1. Subs. by Act 11 of 2012, s. 2, for sub-section (1) (w.e.f. 1-2-2012).
2. Ins. by s. 3, ibid. (w.e.f. 1-2-2012).
5
(b) one director nominated by the Reserve Bank;
(c) one director nominated by the Development Bank;
(d) one director nominated by the Export Credit and Guarantee Corporation Limited, being a
Government Company within the meaning of section 617 of the Companies Act, 1956 (1 of 1956);
(e) not more than twelve directors nominated by the Central Government of whom—
(i) five directors shall be officials of the Central Government;
(ii) not more than three directors shall be from the scheduled banks;
(iii) not more than four directors shall be persons who have special knowledge of, or
professional experience in, export or import or financing thereof.
(2) The chairman and the managing director 1
[or the whole-time director] shall hold office for such
term, not exceeding 2
[five years], as the Central Government may specify in this behalf and any person so
appointed shall be eligible for re-appointment.
(3) Notwithstanding anything contained in sub-section (1), the Central Government shall have the
right to terminate the term of office of the chairman or the managing director, 1
[or the whole-time
director] as the case may be, at any time before the expiry of the term specified under sub-section (2), by
giving him notice of not less than three months in writing or three months’ salary and allowances in lieu
thereof, and the chairman or the managing director, 1
[or the whole-time director] as the case may be, shall
also have the right to relinquish his office at any time before the expiry of the term specified under
sub-section (2) by giving to the Central Government notice of not less than three months in writing or
three months’ salary and allowances in lieu thereof.
(4) The chairman and the managing director 1
[or the whole-time director] shall receive such salary
and allowances as may be determined by the Central Government.
(5) The Central Government may, at any time, remove the chairman or the managing director,
1
[or the whole-time director] as the case may be, from office:
Provided that no person shall be removed from his office under this sub-section unless he has been
given an opportunity of showing cause against his removal.
3
[(6) Subject to the provisions contained in sub-section (7), any director nominated under clause (b)
or clause (c) or clause (d) or clause (e) of sub-section (1) and not being an official of Government or not
being a whole-time director or official of the Reserve Bank or the Development Bank or the said Export
Credit and Guarantee Corporation Limited or a scheduled bank, shall hold office for such term, not
exceeding three years, as the Central Government or, as the case may be, the authority nominating him,
may specify in this behalf 4
***, and shall be eligible for re-nomination:
Provided that no such director shall hold office continuously for a period exceeding six years.]
(7) Any 5
***director nominated under this section shall hold office during the pleasure of the
authority nominating him.
(8) The Board shall meet at such times and places and shall observe such rules of procedure in regard
to the transaction of business at its meetings as may be prescribed.
(9) The chairman or, if for any reason he is unable to attend a meeting of the Board, the managing
director 1
[or the whole-time director] or, in the event of both the chairman and the managing director 1
[or
the whole-time director] being unable to attend a meeting, any other director nominated by the chairman
1. Ins. by Act 11 of 2012, s. 3 (w.e.f. 1-2-2012)
2. Subs. by Act 81 of 1985, s. 16, for “three years” (w.e.f. 1-5-1986).
3. Subs. by Act 66 of 1988, s. 39, for sub-section (6) (w.e.f. 30-12-1988).
4. The words “and thereafter until his successor enters upon his office” omitted by Act 45 of 2006, s. 18 (w.e.f. 16-10-2006).
5. The word “other” omitted by Act 66 of 1988, s. 39 (w.e.f 30-12-1988).
6
in this behalf and in the absence of such nomination any director elected by the directors present from
among themselves, shall preside at the meeting.
(10) All questions which come up before any meeting of the Board shall be decided by a majority of
votes of the directors present and voting, and in the event of an equality of votes, the chairman, or in his
absence, the managing director, 1
[or the whole-time director] or in the absence of both the chairman and
the managing director, 1
[or the whole-time director] the person presiding, shall have and exercise a
second or casting vote.
(11) Save as otherwise provided in sub-section (10), every director of the Board shall have one vote.
7. Committees.—(1) The Board may constitute such Committees whether consisting wholly of
directors or wholly of other persons or partly of directors and partly of other persons for such purpose or
purposes as it may think fit.
(2) Any Committee constituted under sub-section (1) shall meet at such times and places and shall
observe such rules or procedure in regard to the transaction of business at its meeting as may be
prescribed.
8. Fees and allowances of directors and members of Committees.—The directors and the members
of a Committee shall be paid such fees and allowances as may be prescribed for attending the meetings of
the Board or of any Committee constituted in pursuance of this Act and for attending to any other work of
the Exim Bank:
Provided that no fees shall be payable to the chairman, if he is appointed as a whole-time chairman,
or to the managing director 1
[or the whole-time director] or to any other director or member who is an
official of the Government, the Reserve Bank or the Development Bank.
9. Disqualifications.—No person shall be a director of the Board constituted under this Act, who—
(a) is, or at any time has been, adjudged insolvent, or
(b) is of unsound mind and has been so declared by a competent court, or
(c) is, or has been, convicted of an offence which, in the opinion of the Central Government,
involves moral turpitude, or
(d) has, in the opinion of the Central Government, so abused his position as a director, as to
render his continuance on the Board detrimental to the interests of the general public, or
(e) has been, for any reason, removed from the Board.