6Constitution 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;

¹ [(aa) two whole-time directors appointed by the Central Government;]

(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 ² [or the whole-time director] shall hold office for such term, not exceeding ³ [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, ² [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, ² [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 ² [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, ² [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.

⁴ [(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 ⁵ ***, and shall be eligible for re-nomination:

Provided that no such director shall hold office continuously for a period exceeding six years.]

(7) Any ⁶ ***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 ² [or the whole-time director] or, in the event of both the chairman and the managing director ² [or the whole-time director] being unable to attend a meeting, any other director nominated by the chairman 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, ⁷ [or the whole-time director] or in the absence of both the chairman and the managing director, ⁷ [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.