Several Board and Governance Compliance Lapses reported in Punjab National Bank FY26 Secretarial Audit Report

Pradeep SinghMay 19, 2026Last Updated: May 19, 2026

0 3 minutes read

PNB Reports Board and Governance Compliance Gaps in FY26 Secretarial Audit Report

Connect with Us

➡️ Join Whatsapp News Group	Join Telegram News Group
Follow on X (Twitter)	Subscribe YouTube Channel

Punjab National Bank (PNB) has reported several corporate governance and board-related compliance gaps in its Annual Secretarial Compliance Report for the financial year ending March 31, 2026.

The report was issued by Agarwal S. & Associates under Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Lapses Reported in PNB Audit Report

The following lapses were mentioned in the audit report. You can also download audit report via link given below.

During the period under review, from 06.06.2025 to 28.08.2025 and from 24.11.2025 onwards, fifty percent of the board of directors does not comprise non-executive directors.
During the period under review, the position of one Independent Women Director on the Board of Directors of the Bank remained vacant from 01.04.2025 to 28.08.2025.
During the period under review, the Chairperson of the Board of Directors was a non-executive director, and the Board did not have at least one-third of its members as independent directors from 01.04.2025 to 28.08.2025.
During the period under review, the Chairperson of the Board of Directors became an executive director from 07.11.2025, and the Board did not have at least half of its members as independent directors from 07.11.2025 to 31.03.2026.
During the period under review, the required number of Independent Directors remained vacant, resulting in non-compliance with the prescribed composition of the Board and its various Board-level Committees.
During the period under review, the positions of one Director each, to be nominated by the Central Government under Sections 9(3)(e), 9(3)(f), and 9(3)(g) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, remained vacant on the Board of the Bank.
During the period under review, from 06.06.2025 to 28.08.2025, the position of one Director to be elected by the shareholders remained vacant. Further, since the beginning of FY 2025–2026, there were three vacant positions to be filled by the Central Government. From 07.11.2025 onwards, the number of such vacant positions increased to four, which were required to be filled by the Central Government.
During the period under review, the Audit Committee of the Board became non-functional due to the non-availability of members from 06.06.2025 to 28.08.2025. The number of members in the Audit Committee fell below three, and therefore, the powers and duties of the Audit Committee were carried out by the Board of Directors.
During the same period under review, the Audit Committee of the Board did not have any member with accounting or related financial management expertise from 01.04.2025 to 28.08.2025.
During the period under review, the meetings of the Audit Committee of the Board were chaired by an Independent Director who also chaired other committees of the Board from 01.04.2025 till date.
During the period under review, the Nomination and Remuneration Committee of the Board became non-functional due to the non-availability of members from 06.06.2025 to 29.08.2025 and again from 07.11.2025 onwards.
During the Financial Year 2025–2026, no meeting of the Nomination and Remuneration Committee of the Board was held.
During the period under review, the Risk Management Committee of the Board became non-functional due to the non-availability of members from 11.06.2025 to 28.08.2025.
During the period under review, the Risk Management Committee of the Board did not have a majority of Non-Executive Directors as members throughout the Financial Year 2025–2026. Further, the meetings of the Risk Management Committee of the Board were chaired by an Independent Director who also chaired other committees of the Board during FY 2025–2026.
The order dated 13.11.2025 regarding the imposition of monetary penalty by the Appellate Tribunal under SAFEMA was not intimated to the stock exchanges within 24 hours.