bank of india c g

8/7/2019 bank of india C G

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BANK OF INDIA:

Code of conduct for directors:

I. Need and objective of the Code

Clause 49 of the Listing Agreement entered into with the Stock Exchanges, requires, aspart of Corporate Governance, the listed entities to lay down a Code of Conduct for

Directors on the Board of an entity and it Senior Management

Accordingly the Bank has laid down this Code for its Directors on the Board

II. Bank's belief systemThis Code of Conduct attempts to set forth the guiding principles on which the Bank shalloperate and conduct its daily business with its multitudinous stakeholders, government

and regulatory agencies, media, and anyone else with whom it is connected. It recognises

that the Bank is a trustee and custodian of public money and in order to fulfil its fiduciaryobligations and responsibilities, it has to maintain and continue to enjoy the trust and

confidence of public at large.

The Bank acknowledges the need to uphold the integrity of every transaction it enters

into and believes that honesty and integrity in its internal conduct would be judged by its

external behaviour. The Bank shall be committed in all its actions to the interest of thecountries in which it operates. The Bank is conscious of the reputation it carries amongst

its customers and public at large and shall endeavour to do all it can to sustain and

improve upon the same in its discharge of obligations. The Bank shall continue to initiate policies, which are customer centric and which promote financial prudence.

III. Philosophy Of The Code

The Code envisages and expects -

The Bank expects all Directors to exercise good judgement, to ensure the interests, safety

and welfare of customers, employees, and other stakeholders and to maintain acooperative, efficient, positive, harmonious and productive work environment and

business organization. The Directors while discharging duties of their office must acthonestly and with due diligence. They are expected to act with that amount of utmost care

and prudence, which an ordinary person is expected to take in his/her own business.

These standards need to be applied while working in the premises of the Bank, at offsitelocations where the business is being conducted whether in India or abroad, at Bank-

sponsored business and social events, or at any other place where they act as


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representatives of the Bank.

A. adherence to the highest standards of honest and ethical conduct, including proper andethical procedures in dealing with actual or apparent conflicts of interest between

personal and professional relationships.

B. full, fair, accurate, timely and meaningful disclosures in the periodic reports requiredto be filed by the Bank with government and regulatory agencies.

C. compliance with applicable laws, rules and regulations.

D. to address misuse or misapplication of the Bank's assets and resources.E. the highest level of confidentiality and fair dealing within and outside the Bank.

B Conflict of Interest

A "Conflict of Interest" occurs when personal interest of any member of theBoard of Directors interferes or appears to interfere in any way with the interests

of the Bank. Every member of the Board of Directors has a responsibility to the

Bank, its stakeholders and to each other. Although this duty does not preventthem from engaging in personal transactions and investments, it does demand that

they avoid situations where a conflict of interest might occur or appear to occur.

They are expected to perform their duties in a way that they do not conflict withthe Bank's interest such as-

Business Interests - If any member of the Board of Directors considers investing

in securities issued by the Bank's customer, supplier or competitor, they shouldensure that these investments do not compromise their responsibilities to the

Bank. Many factors including the size and nature of the investment; their ability

to influence the Bank's decisions; their access to confidential information of theBank, or of the other entity, and the nature of the relationship between the Bank

and the customer, supplier or competitor should be considered in determining

whether a conflict exists. Additionally, they should disclose to the Bank anyinterest that they have which may conflict with the business of the Bank.

Related Parties - As a general rule, the Directors should avoid conducting Bank'sbusiness with a relative or any other person or any firm, Company, Association in

which the relative or other person is associated in any significant role. Relatives

shall include:

Spouse

Father

Mother (including step-mother)

Son (including step-son)

Son's wife


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Daughter (including step-daughter)

Father's father

Father's mother

Mother's mother

Mother's father

Son's son

Son's son's wife

Son's daughter

Son's Daughter's husband

Daughter's husband

Daughter's son

Daughter's son's wife

Daughter's daughter

Daughter's daughter's husband

Brother (including step-brother)

Brother's wife

Sister (including step-sister)

Sister's husband

If such a related party transaction is unavoidable, they must fully disclose thenature of the related party transaction to the appropriate authority. Any dealings

with a related party must be conducted in such a way that no preferential

treatment is given to that party.

In the case of any other transaction or situation giving rise to conflicts of interests,

the appropriate authority should after due deliberations decide on its impact.

C. Applicable Laws

The Directors of the Bank must comply with applicable laws, regulations, rules and

regulatory orders. They should report any inadvertent non-compliance, if detected

subsequently, to the concerned authorities


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D. Disclosure Standards

The Bank shall make full, fair, accurate, timely and meaningful disclosures in the

periodic reports required to be filed with Government and Regulatory agencies. The

members of Core Management of the Bank shall initiate all actions deemed necessary forproper dissemination of relevant information to the Board of Directors, Auditors and

other Statutory Agencies, as may be required by applicable laws, rules and regulations.

E. Use of Bank's Assets and Resources :

Each member of the Board of Directors has a duty to the Bank to advance its legitimate

interests while dealing with the Bank's assets and resources. Members of the Board ofDirectors are prohibited from:

using corporate property, information or position for personal gain;

soliciting, demanding, accepting or agreeing to accept anything of value from any person

while dealing with the Bank's assets and resources; acting on behalf of the Bank in anytransaction in which they or any of their relative(s) have a significant direct or indirect

interest.

F. Confidentiality and Fair Dealings

1. Bank's Confidential Information

The Bank's confidential information is a valuable asset. It includes all trade related

information, trade secrets, confidential and privileged information, customer information,employee related information, strategies, administration, research in connection with the

Bank and commercial, legal, scientific, technical data that are either provided to or made

available to each member of the Board of Directors by the Bank either in paper form orelectronic media to facilitate their work or that they are able to know or obtain access by

virtue of their position with the Bank. All confidential information must be used for

Bank's business purposes only.

This responsibility includes the safeguarding, securing and proper disposal of

confidential information in accordance with the Bank's policy on maintaining and

managing records. This obligation extends to confidential information of third parties,which the Bank has rightfully received under non-disclosure agreements.

To further the Bank's business, confidential information may have to be disclosed topotential business partners. Such disclosure should be made after considering its potential

benefits and risks. Care should be taken to divulge the most sensitive information, only

after the said potential business partner has signed a confidentiality agreement with theBank.

Any publication or publicly made statement that might be perceived or construed as

attributable to the Bank, made outside the scope of any appropriate authority in the Bank,


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should include a disclaimer that the publication or statement represents the views of the

specific author and not the bank.

2. Other Confidential Information -

The Bank has many kinds of business relationships with many companies andindividuals. Sometimes, they will volunteer confidential information about their products

or business plans to induce the Bank to enter into a business relationship. At other times,

the Bank may request that a third party provide confidential information to permit theBank to evaluate a potential business relationship with that party. Therefore, special care

must be taken by the Board of Directors to handle the confidential information of others

responsibly. Such confidential information should be handled in accordance with the

agreements with such third parties.

The Bank requires that every Director should be fully compliant with the laws, statutes,

rules and regulations that have the objective of preventing unlawful gains of any nature

whatsoever.

Directors shall not accept any offer, payment promise to pay, or authorization to pay anymoney, gift, or anything of value from customers, suppliers, shareholders/ stakeholders,

etc. that is perceived as intended, directly or indirectly, to influence any business

decision, any act or failure to act, any commission of fraud, or opportunity for the

commission of any fraud.

IV. Good corporate governance practices

Each member of the Board of Directors of the Bank should adhere to the following so as

to ensure compliance with good Corporate Governance practices.

" Dos

Attend Board meetings regularly and participate in the deliberations and discussionseffectively.

Study the Board papers thoroughly and enquire about follow-up reports on definite time

schedule.

Involve actively in the matter of formulation of general policies.

Be familiar with the broad objectives of the Bank and the policies laid down by theGovernment and the various laws and legislations.

Ensure confidentiality of the Bank's agenda papers, notes and Minutes.

" Dont's

Do not interfere in the day to day functioning of the bank. (This stipulation does not


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apply to the Chairman and Managing Director and Executive / Whole Time Director)

Do not reveal any information relating to any constituent of the Bank to anyone.

Do not display the logo / distinctive design of the Bank on their personal visiting cards /

letter heads. (This does not prevent the Chairman and Managing Director andExecutive /Whole Time Director from using DO Letterheads or visiting cards with BOI's

logo thereon).

Do not sponsor any proposal relating to loans, investments, buildings or sites for Bank's

premises, enlistment or empanelment of contractors, architects, auditors, doctors, lawyers

and other professionals, etc.

Do not do anything, which will interfere with and / or be subversive of maintenance ofdiscipline, good conduct and integrity of the staff.

V. Waivers

Any waiver of any provision of this Code of Conduct for a member of the Bank's Boardof Directors must be approved in writing by the Board of Directors of the Bank.

The matters covered in this Code of Conduct are of the utmost importance to the Bank,

its stakeholders and its business partners, and are essential to the Bank's ability to conductits business in accordance with its value system.

I have received and read the Bank's Code of Conduct and agree to comply with the same.

Name :

Signature :

Place & Date :

Code of conduct for GM's

CORPORATE GOVERNANCE- CODE OF CONDUCT

(GENERAL MANAGERS)

I. Need and objective of the Code


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Clause 49 of the Listing Agreement entered into with the Stock Exchanges, requires, as

part of Corporate Governance, the listed entities to lay down a Code of Conduct forDirectors on the Board of an entity and its Senior Management. Senior Management has

been defined to include personnel who are members of its Core Management and

functional heads excluding the Board of Directors.

Accordingly the Bank has laid down this Code for its Core Management (Core

Management means top executives of the Bank at the level of General Managers).

II. Bank's belief system

This Code of Conduct attempts to set forth the guiding principles on which the Bank shall

operate and conduct its daily business with its multitudinous stakeholders, governmentand regulatory agencies, media, and anyone else with whom it is connected. It recognises

that the Bank is a trustee and custodian of public money and in order to fulfil its fiduciary

obligations and responsibilities, it has to maintain and continue to enjoy the trust and

confidence of public at large.The Bank acknowledges the need to uphold the integrity of every transaction it enters

into and believes that honesty and integrity in its internal conduct would be judged by itsexternal behaviour. The Bank shall be committed in all its actions to the interest of the

countries in which it operates. The Bank is conscious of the reputation it carries amongst

its customers and public at large and shall endeavour to do all it can to sustain and

improve upon the same in its discharge of obligations. The Bank shall continue to initiate policies, which are customer centric and which promote financial prudence.

III. Philosophy Of The Code

The Code envisages and expects -

A. adherence to the highest standards of honest and ethical conduct, including proper andethical procedures in dealing with actual or apparent conflicts of interest between

personal and professional relationships.

B. full, fair, accurate timely and meaningful disclosures in the periodic reports required to be filed by the Bank with government and regulatory agencies.

C. compliance with applicable laws, rules and regulations.

D. to address misuse or misapplication of the Bank's assets and resources.

E. the highest level of confidentiality and fair dealing within and outside the Bank.

A. General Standards of conduct

The Bank expects all members of the Core Management to exercise good judgement, to

ensure the interests, safety and welfare of customers, employees, and other stakeholdersand to maintain a co-operative, efficient, positive, harmonious and productive work

environment and business organisation. The members of the Core Management while

discharging duties of their office must act honestly and with due diligence. They are

expected to act with that amount of utmost care and prudence, which an ordinary person


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is expected to take in his/her own business. These standards need to be applied while

working in the premises of the Bank, at offsite locations where the business is being

conducted whether in India or abroad, at Bank-sponsored business and social events, or atany other place where they act as representatives of the Bank.


B Conflict of Interest

A "Conflict of Interest" occurs when personal interest of any member of the Core

Management interferes or appears to interfere in any way with the interests of the Bank.Every member of the Core Management has a responsibility to the Bank, its stakeholders

and to each other. Although this duty does not prevent them from engaging in personal

transactions and investments, it does demand that they avoid situations where a conflictof interest might occur or appear to occur. They are expected to perform their duties in a

way that they do not conflict with the Bank's interest such as-

Employment / Outside Employment - The members of the Core Management are

expected to devote their total attention to the business interests of the Bank. They are

prohibited from engaging in any activity that interferes with their performance or

responsibilities to the Bank or otherwise is in conflict with or prejudicial to the Bank.

Business Interests - If any member of the Core Management considers investing in

securities issued by the Bank's customer, supplier or competitor, they should ensure thatthese investments do not compromise their responsibilities to the Bank. Many factors

including the size and nature of the investment; their ability to influence the Bank's

decisions; their access to confidential information of the Bank, or of the other entity, andthe nature of the relationship between the Bank and the customer, supplier or competitor

should be considered in determining whether a conflict exists. Additionally, they should

disclose to the Bank any interest that they have which may conflict with the business ofthe Bank.

Related Parties - As a general rule, the members of the Core Management should avoid

conducting Bank's business with a relative or any other person or any firm, Company,Association in which the relative or other person is associated in any significant role.

Relatives shall include:

SpouseFather

Mother (including step-mother)Son (including step-son)

Son's wife

Daughter (including step-daughter)

Father's father Father's mother


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Mother's mother

Mother's father

Son's sonSon's son's wife

Son's daughter

Son's Daughter's husbandDaughter's husband

Daughter's son

Daughter's son's wifeDaughter's daughter

Daughter's daughter's husband

Brother (including step-brother)

Brother's wifeSister (including step-sister)

Sister's husband

If such a related party transaction is unavoidable, they must fully disclose the nature of

the related party transaction to the appropriate authority. Any dealings with a relatedparty must be conducted in such a way that no preferential treatment is given to that

party.

In the case of any other transaction or situation giving rise to conflicts of interests, theappropriate authority should after due deliberations decide on its impact.

C. Applicable Laws

The Core Management must comply with applicable laws, regulations, rules and

regulatory orders. They should report any inadvertent non-compliance, if detectedsubsequently, to the concerned authorities.

D. Disclosure Standards

The Bank shall make full, fair, accurate, timely and meaningful disclosures in the

periodic reports required to be filed with Government and Regulatory agencies. The

members of Core Management of the Bank shall initiate all actions deemed necessary forproper dissemination of relevant information to the Board of Directors, Auditors and

other Statutory Agencies, as may be required by applicable laws, rules and regulations.

E. Use of Bank's Assets and Resources :

Each member of the Core Management has a duty to the Bank to advance its legitimate

interests while dealing with the Bank's assets and resources. Members of the Core

Management are prohibited from:


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using corporate property, information or position for personal gain;

soliciting, demanding, accepting or agreeing to accept anything of value from any personwhile dealing with the Bank's assets and resources;

acting on behalf of the Bank in any transaction in which they or any of their relative(s)have a significant direct or indirect interest.


F. Confidentiality and Fair Dealings

1 Bank's Confidential Information

The Bank's confidential information is a valuable asset. It includes all trade related

information, trade secrets, confidential and privileged information, customer information,employee related information, strategies, administration, research in connection with theBank and commercial, legal, scientific, technical data that are either provided to or made

available to each member of the Core Management by the Bank either in paper form or

electronic media to facilitate their work or that they are able to know or obtain access by

virtue of their position with the Bank. All confidential information must be used forBank's business purposes only.

This responsibility includes the safeguarding, securing and proper disposal ofconfidential information in accordance with the Bank's policy on maintaining and

managing records. This obligation extends to confidential information of third parties,

which the Bank has rightfully received under non-disclosure agreements.

To further the Bank's business, confidential information may have to be disclosed to

potential business partners. Such disclosure should be made after considering its potentialbenefits and risks. Care should be taken to divulge the most sensitive information, only

after the said potential business partner has signed a confidentiality agreement with the

Bank.

Any publication or publicly made statement that might be perceived or construed as

attributable to the Bank, made outside the scope of any appropriate authority in the Bank,

should include a disclaimer that the publication or statement represents the views of the

specific author and not the bank.

2. Other Confidential Information -

The Bank has many kinds of business relationships with many companies and

individuals. Sometimes, they will volunteer confidential information about their products

or business plans to induce the Bank to enter into a business relationship. At other times,the Bank may request that a third party provide confidential information to permit the


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Bank to evaluate a potential business relationship with that party. Therefore, special care

must be taken by the members of the Core Management to handle the confidential

information of others responsibly. Such confidential information should be handled inaccordance with the agreements with such third parties.

The Bank requires that every member of Core Management should be fully compliantwith the laws, statutes, rules and regulations that have the objective of preventing

unlawful gains of any nature whatsoever.

the members of Core Management shall not accept any offer, payment promise to pay, or

authorisation to pay any money, gift, or anything of value from customers, suppliers,

shareholders/ stakeholders, etc. that is perceived as intended, directly or indirectly, to

influence any business decision, any act or failure to act, any commission of fraud, oropportunity for the commission of any fraud.

IV. Good corporate governance practices

Each member of the Core Management of the Bank should adhere to the following so as

to ensure compliance with good Corporate Governance practices.

Dos

Involve actively in the matter of formulation of general policies.

Be familiar with the broad objectives of the Bank and the policies laid down by theGovernment and the various laws and legislations.

Dont's

Do not reveal any information relating to any constituent of the Bank to anyone.

Do not sponsor any proposal relating to loans, investments, buildings or sites for Bank'spremises, enlistment or empanelment of contractors, architects, auditors, doctors, lawyers

and other professionals, etc.

Do not do anything, which will interfere with and / or be subversive of maintenance of

discipline, good conduct and integrity of the staff.

V. Waivers

Any waiver of any provision of this Code of Conduct for a member of the Core

Management must be approved in writing by the Board of Directors of the Bank.

The matters covered in this Code of Conduct are of the utmost importance to the Bank,

its stakeholders and its business partners, and are essential to the Bank's ability to conductits business in accordance with its value system.

I have received and read the Bank's Code of Conduct and agree to comply with the same.


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Name :

Signature :Place & Date :

CORPORATE GOVERNANCE IN

INDIAN BANKS:

Introduction

The concept of corporate governance, which emerged as a response to corporate failuresand widespread dissatisfaction with the way many corporates function, has become one

of the wide and deep discussions across the globe recently. It primarily hinges on

complete transparency, integrity and accountability of the management. There is also an

increasingly greater focus on investor protection and public interest. Corporate

governance is concerned with the values, vision and visibility. It is about the valueorientation of the organisation, ethical norms for its performance, the direction of

development and social accomplishment of the organisation and the visibility of itsperformance and practices.

Indian Banking Industry

Indian banking has around 200 years of history and has undergone many transformations

since independence. But, Liberalisation, Privatisation and Globalisation and InformationTechnology are currently changing the Indian banking radically.

Earlier, banking was virtually a monopoly of the public sector banks with full protection

from the State. But the process of reforms in the Indian banking system has thrown themout to more liberal and free market forces. Now the banks, more particularly the public

sector ones, feel the real heat of the competition. The interest rate cuts, dwindling

margins and more number of players to serve a reduced number of bankable clients haveall added to the worries of the banks. The customer has finally come to hold the center

stage and all banking products are tailor-made to suit his tastes and preferences. This

sudden change in the banking environment has bereaved the banks of all their comfortsand many of them are finding it extremely difficult to cope with the change.


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Need for Corporate Governance in Banks

o Since banks are important players in the Indian financial system, special focus on theCorporate Governance in the banking sector becomes critical.

o The Reserve Bank of India, as a regulator, has the responsibility on the nature of

Corporate Governance in the banking sector.

o To the extent that banks have systemic implications, Corporate Governance in thebanks is of critical importance.

o Given the dominance of public ownership in the banking system in India, corporate

practices in the banking sector would also set the standards for Corporate Governance inthe private sector.

o With a view to reducing the possible fiscal burden of recapitalising the PSBs, attentiontowards Corporate Governance in the banking sector assumes added importance.

Prerequisites for Good Governance

There are some pre-requisites for good corporate governance. They are:

o A proper system consisting of clearly defined and adequate structure of roles, authorityand responsibility.

o Vision, principles and norms which indicate development path, normativeconsiderations and guidelines and norms for performance.

o A proper system for guiding, monitoring, reporting and control.

Recommendations by the Birla Committee

The report of the Committee on Corporate Governance, set up by the Securities and

Exchange board of India, under the Chairmanship of Kumar Mangalam Birla, is the first

formal and comprehensive attempt to evolve a Code of Corporate Governance, in the

context of prevailing conditions of governance in Indian companies, as well as the stateof capital markets. The committee has identified the three key constituents of corporate

governance.

Shareholders' Role

The role of shareholders in corporate governance is to appoint the directors and the

auditors and to hold the board accountable for the proper governance of the company byrequiring the board to provide them periodically with the requisite information, in

transparent fashion, of the activities and progress of the company.

Board of Directors' Role

The board of directors performs the pivotal role in any system of corporate governance. Itis accountable to the stakeholders and directs and controls the management. It stewards

the company, sets its strategic aim and financial goals, and oversees their


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implementation, puts in place adequate internal controls and periodically reports the

activities and progress of the company in a transparent manner to the stakeholders.

Management's Role

The responsibility of the management is to undertake the management of the company in

terms of the direction provided by the board, to put in place adequate control systems andto ensure their operation and to provide information to the board on a timely basis and in

a transparent manner to enable the board to monitor the accountability of management toit.

The Basel Committee Recommendations

The Basel Committee published a paper for banking organisations in September 1999.

The Committee suggested that it is the responsibility of the banking supervisors to ensure

that there is an effective corporate governance in the banking industry. It also highlightedthe need for having appropriate accountability and checks and balances within each bank

to ensure sound corporate governance, which in turn would lead to effective and more

meaningful supervision.

Efforts were taken for several years to remedy the deficiencies of Basel I norm and Basel

committee came out with modified approach in June 2004. The final version of the

Accord titled " International Convergence of Capital Measurement And CapitalStandards-A- Revised Framework" was released by BIS. This is popularly known as New

Basel Accord of simply Basel ll. Base ll seeks to rectify most of the defects of Basel l

Accord. The objectives of Basel ll are the following:

1. To promote adequate capitalisation of banks.

2. To ensure better risk management and

3. To strengthen the stability of banking system.

Essentials of Accord of Basel ll

o Capital Adequacy: Basel ll intends to replace the existing approach by a system thatwould use external credit assessments for determining risk weights. It is intended that

such an approach will also apply either directly or indirectly and in varying degrees to the

risk weighting of exposure of banks to corporate and securities firms. The result will bereduced risk weights for high quality corporate credits and introduction of more than

100% risk weight for low quality exposures.

o Risk Based Supervision This ensures that a bank's capital position is consistent with

overall risk profile and strategy thus encouraging early supervisory intervention. The new

framework lays accent on bank managements developing internal assessment processes

and setting targets for capital that are commensurate with bank' particular risk profile andcontrol environment. This internal assessment then would be subjected to supervisory

review and intervention by RBI.

o Market Disclosures The strategy of market disclosure will encourage high disclosure


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standards and enhance the role of market participants in encouraging banks to hold and

maintain adequate capital.

Steps to be taken

To overcome from these challenges, banks are required to emphasize on certain factors,

which will increase their transparency and lead to higher foreign investment.

o Self- Appraisal System: Good governance is like trusteeship. It is not just a matter ofcreating checks and balance but it emphasizes on customer satisfaction and shareholders

value. The law regulates certain responsible areas on borrowing, lending, investigating,

transparency in accounts etc. The directors, there fore, evaluate themselves through self-

introspection.

o The Board's Committees: It will be difficult for a board, with all the members acting

together on some issues, to achieve its objectives effectively and with apt independence.The board, therefore, needs to be assisted by the some committee.

o Transparency: Transparency can reinforce sound corporate governance. Therefore,public disclosure is desirable in Board Structure, Senior management, Basic

organisational structure and incentive structure of the bank.

Conclusion

Corporate governance has assumed vital role and significance due to globalisation and

liberalisation. With the opening of economy and to be in line with WTO requirements, ifthe Indian corporates have to survive and succeed amidst increasing competition globally,

it can only be through transparency in operations. The excellence in terms of customer

satisfaction, in terms of return, in terms of product and service, in terms of return to

promoters and in terms of social responsibilities towards society and people cannot beachieved without practicing good corporate governance.

BANK OF BARODA:

Report on Corporate Governance (2009-10)

Code of Conduct

1.

BANK'S

PHILOSO
http://modelcodeofconduct.asp/http://modelcodeofconduct.asp/


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PHY ON

CODE OF

GOVERN

ANCE :

The Bankshall

continue

itsendeavour

to enhance

itsshareholde

rs value

by

protecting

theirinterest by

ensuringperformanc

e at all

levels, andmaximizin

g returns

withoptimal

use of

resourcesin itspursuit of

excellence.

The Bankshall

comply

with notonly the

statutory

requiremen

ts, but alsovoluntarily

formulate

and adhereto a set of

strong

CorporateGovernanc


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e practices.

The Bankbelieves in

setting

high

standardsof ethical

values,

transparency and a

disciplined

approachto achieve

excellence

in all its

sphere of

activities.The Bank

is alsocommitted

to follow

the bestinternation

al

practices.The Bank

shall strive

hard tobest servethe

interests of

itsstakeholder

s

comprisingshareholde

rs,

customers,

Government and

society at

large.

The Bank

is a listedentity,


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which is

not acompany

but body

corporate

under theBanking

Companies

(Acquisition and

Transfer of

Undertakings) Act,

1970 and is

regulated

by Reserve

Bank ofIndia.

Thereforethe Bank

shall

complywith the

provisions

of RevisedClause 49

of the

ListingAgreemententered

into with

StockExchanges

to the

extent itdoes not

violate the

provisions

of theBanking

Companies

(Acquisition and

Transfer of

Undertakings) Act,


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1970 and

theGuidelines

issued by

Reserve

Bank ofIndia in

this regard.

2. BOARD

OF

DIRECT

ORS

2.1

Compositi

on of the

Board:

The

compositio

n of Boardof

Directors

of theBank is

governed

by the

provisionsof the

Banking

RegulationAct, 1949,

the

BankingCompanies

(Acquisitio

n and

Transfer of

Undertakings) Act,

1970, asamended

and the

Nationalized Banks


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(Managem

ent andMiscellane

ous

Provisions)

Scheme,1970, as

amended.

The

compositio

n of Board

of

Directors

of the

Bank as

on 31stMarch,

2010 is as

under:

Sr. No Name Position

Held

N

o

.o

f

e

qu

i

ty

s

ha

r

e

s

of

th

e

Ba

n

No. of

member

ship inSub

Commit

tees of

theBank

No. of

Directorshi

p held inother

Companies

i.e. Other

than theBank.

No

of

Membe

rshi

p/

Chairma

nshi

pheld

in

SubCom

mitt

ees

of

theBoar

d inOthe

r

Compani

es

Remarks

(nature of

appointment in the

Bank /

other

Companies)


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k

he

l

d

as

o

n3

1

.0

3

.

2

01

0

1. Shri

M. D.Mally

a

Chairman

andManaging

Director

N

il

5 9 5 Appointed

as theChairman

and

ManagingDirector of

the Bank

w.e.f.07.05.2008by the

Central

Government u/s 9 (3)

(a) of the

BankingCompanies

(Acquisitio

n and

Transfer ofUndertakin

gs) Act,

1970 tohold the

post till

30.11.2012i.e. his date


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of

superannuation or until

further

orders,

whicheveris earlier.

He is alsoDirector on

the Board

of :

(i) Export

Import

Bank of

India

(ii) TheNew India

Assurance

Co. Ltd.

(iii)

Agricultural Finance

Corpn. Ltd.

(iv) BarodaPioneer

Asset

Management Co. Ltd.

(v)IndiaFirst

Life

Insurance

Co. Ltd. -(Chairman)

(vi)BOBCAR

DS Ltd.

(vii) Bank


23/80

of Baroda

(Botswana)Ltd.

(viii) Bank

of Baroda(New

Zealand)

Ltd.

(ix) Bank

of Baroda(Uganda)

Ltd.

He is also a

member inthe Audit

Committee,Investment

Committee

andRemunerati

on

Committeeof The

New India

AssuranceCo. Ltd.,and a

member in

the AuditCommittee

and

Management

Committee

of the

Board ofExport-

Import

Bank ofIndia.

He is also amember of


24/80

the

GoverningCouncil

of :

(i) NationalInstitute of

Bank

Management (NIBM)

(ii) Instituteof Banking

Personnel

Selection

(IBPS)

(iii) Indian

Institute ofBanking &

Finance

(iv) Deputy

Chairman,

IndianBanks

Association

(IBA)

2. Shri

Rajiv

Kumar

Baksh

i

Executive

Director(E

xecutive)

N

i

l

5 5 2 Appointed

as a whole

timedirector

(designated

asExecutive

Director)

w.e.f.

06.11.2008by the

Central


(a) of the

BankingCompanies


25/80

(Acquisitio

n andTransfer of

Undertakin

gs) Act,

1970, tohold the

post up to

31.10.2012i.e. the date

of his

superannuation or until

further

orders,

whichever

is earlier.

He is also aDirector on

the Board

of :

(i) Bank of

Baroda(Tanzania)

Ltd.

(ii) IndoZambia

Bank Ltd.

(iii) Bank

of Baroda

(Kenya)Ltd.

(iv)

IndiaFirstLife

Insurance

Co. Ltd.

(v) BOB

CapitalMarkets


26/80

Ltd.

He is also a

member of

Loan

ReviewCommittee

and Audit

Committeeof Indo

Zambia

Bank Ltd.

3. Shri

N. S.

Srinat

h

Executive

Director(E

xecutive)

N

i

l

5 1 Nil Appointed

as a whole

time

director(designated

asExecutive

Director)

w.e.f.07.12.2009

by the

CentralGovernmen

t u/s 9 (3)

(a) of theBankingCompanies

(Acquisitio

n andTransfer of

Undertakin

gs) Act,1970 to

hold the

post up to

31.05.2012i.e. the last

day of the

month inwhich he

would

attain theage of


27/80

superannua

tion or untilfurther

orders,

whichever

is earlier.

He is also a

Director onthe Board

of :

(i) Bank of

Baroda

(Trinidad

& Tobago)

Ltd.

4. ShriAlok

Niga

m,IAS

Director(Non

Executive)

Representing Central

Governme

nt

Ni

l

5 2 Nil Nominatedas a

Director

w.e.f.09.12.2009

by the

CentralGovernmen

t u/s 9 (3)

(b) of theBankingCompanies

(Acquisitio

n andTransfer of

Undertakin

gs) Act,1970 to

hold the

post until

furtherorders.

He is also aDirector on

the Board

of :


28/80

(i) National

HousingBank

(NHB)

(ii)National

Bank for

Agricultureand Rural

Developme

nt(NABARD

)

5.

Shri

A.Soma

sunda

ram

Director

(NonExecutive)

Recomme

nd-ed byRBI

Ni

l

7 Nil Nil

Nominated

as aDirector

w.e.f.27.02.2007

by the

CentralGovernmen

t u/s 9 (3)

(c) of theBanking

Companies

(Acquisition andTransfer of

Undertakin

gs) Act,1970 to

hold the

post untilfurther

orders.

6. Shri

Milind N.

Nadkarni

Director

(NonExecutive)

Representing

Workmen

1

00

2 Nil Nil Appointed

as aWorkmen

EmployeeDirector

w.e.f.

01.05.2007by the

Central


29/80

Governmen

t u/s 9 (3)(e) of the

Banking

Companies

(Acquisition and

Transfer of

Undertakings) Act,

1970 for a

period ofthree years

or till he

ceases to

be

workmenemployee

of Bank ofBaroda or

until

furtherorders,

whichever

is earlier.

7 Shri

RanjitKumar

Chatt

erjee

Director

(NonExecutive)Representi

ng Non-

Workmen

7

10

1 Nil Nil Nominated

as OfficerEmployeeDirector

w.e.f.

20.12.2007by the

Central


(f) of the

Banking

Companies(Acquisitio

n and


gs) Act,

1970 for aperiod of


30/80

three years

or till heceases to

be officer

of Bank of

Baroda oruntil

further

orders,whichever

is earlier.

8. Dr.

Atul

Agar

wal

Director(N

on

Executive)

2

0

0

4 1 Nil Nominated

as part time

non-official

director

w.e.f.23.11.2007

by theCentral

Governmen

t u/s 9 (3)(h) of The

Banking


n and

Transfer ofUndertakings) Act,

1970 for a

period ofthree years

or until

furtherorders,

whichever

is earlier.

He is also a

Director on

the Boardof M/s

Spacetech

Advisors(P)


31/80

Limited.

He is a

partner in

M/s.

Agarwal &Saxena,

Chartered

Accountants, Kanpur.

9. Dr.(Smt.

)

Masar

rat

Shahid

Director(Non

Executive)

Ni

l

3 Nil Nil Nominatedas a part

time non-

official

director

w.e.f.29.10.2009

by theGovernmen

t of India

u/s 9 (3)(h) of the

Banking


n and

Transfer ofUndertaking) Act,

1970 for a

secondterm of

three years

or untilfurther

orders,

whichever

is earlier.

She held

the sameposition

earlier also

w.e.f.15.09.2005


32/80

to

14.09.2008.

10. Dr.

Dharmend

ra

Bhandari

Director(N

onExecutive)

Elected

fromamongst

Sharehold

ers, otherthan

Central

Governme

nt

6

00

3 3 1 Elected as

a Directorby

shareholder

s of theBank other

than the

CentralGovernmen

t u/s 9 (3)

(i) of The

Banking


n andTransfer of

Undertakin

gs) Act,1970 at the

Extra

OrdinaryGeneral

Meeting

held on23.12.2008for a period

of 3 years

from24.12.2008

to

23.12.2011.

He is also a

Director onthe Board

of:

(i) M/s J P

Morgan

MutualFund India


33/80

Pvt. Ltd.

(ii) M/s

Harmony

For Silver

Foundation

(iii) M/s

DigitalBridge

Foundation

He is also a

member of

Approval

Committee

of NationalStock

Exchangeof India

Limited.

He is also a

member of

AuditCommittee

of M/s J.P.

MorganMutualFund India

Pvt. Ltd.

He is a

Partner in

M/s AnjaliSubhash

Associates,

Chartered

Accountants.

He has heldthe position

of a

Director ofthe Bank


34/80

elected by

Shareholders other

than

Central

Government w.e.f.

16.11.1999

to15.11.2002

and

w.e.f.16.11.2005 to

15.11.2008

.

11. Dr.Deep

ak B.Phata

k

Director(Non

Executive)Elected

from

amongstSharehold

ers, other

thanCentral

Governme

nt

10

0

1 1 2 Elected asa Director

byshareholder

s of the

Bank otherthan the

Central

Government u/s 9 ((3)

(i) of The

BankingCompanies(Acquisitio

n and


gs) Act,

1970 at theExtra

Ordinary

General

Meetingheld on

23.12.2008

for a periodof 3 years

from

24.12.2008to


35/80

23.12.2011

.

He is also a

Director on

the Boardof M/s

HDFC

AssetManageme

nt Co. Ltd.

He is also a

member of

Governing

Council of:

(i) National

InsuranceAcademy

(ii) Instituteof Banking

Personnel

Selection(IBPS)

(iii)NationalInstitute of

Bank

Management (NIBM)

He alsoheld the

position of

a Director

of the Bankelected by

Shareholde

rs otherthan

Central

Government


36/80

w.e.f.16.11.

2005 to15.11.2008

.

12. ShriMauli

n A.

Vaishnav

Director(Non

Executive)

Electedfrom

amongst

Shareholders, other

than

Central

Governme

nt

12

5

3 Nil Nil Elected asa Director

by

shareholders of the

Bank other

than theCentral

Governmen

t u/s 9 (3)

(i) of The

BankingCompanies

(Acquisition and

Transfer of

Undertakings) Act,

1970 at the

ExtraOrdinary

General

Meetingheld on23.12.2008

for a period

of 3 yearsfrom

24.12.2008

to23.12.2011

.

Prior to hiselection, he

was

holding theposition as

a Director

nominatedby the


37/80

Central

Government under

section 9

(3) (h) of

theBanking

Companies

(Acquisition and

Transfer of

Undertakings) Act,

1970,

which he

ceased to

hold w.e.f.28.11.2008

consequentupon his

resignation.

2.2

Appointm

ent /

Cessation

of

DirectorsDuring

The Year :

Shri N. S.

Srinath,

wasappointed

by the

Central

Government as whole

time

Director,designated

as

ExecutiveDirector on


38/80

07th

December2009,

under

section

9(3) (a) ofthe

Banking


n and


gs) Act,

1970, to

hold the

position till31st May,

2012 oruntil

further

orders,whichever

is earlier.

He wasappointed

consequent

upon ShriV.Santhanara

man,

ceasing tobe a

Director on

hisattaining

superannua

tion on

31stAugust

2009.

Shri Alok

Nigam,

IAS wasnominated


39/80

by the

CentralGovernme

nt as a

Director on

09thDecember

2009 under

section9(3) (b) of

the

BankingCompanies

(Acquisitio

n and

Transfer of

Undertakings) Act,

1970representin

g the

CentralGovernme

nt vice Shri

AmitabhVerma,

IAS who

ceased tobe aDirector on

the

nominationof Shri

Nigam.

ShriNigam

shall hold

office until

furtherorders

from the

CentralGovernme

nt.

Dr. (Smt.)


40/80

Masarrat

Shahid wasnominated

by the

Central

Government, as a part

time non-

officialDirector on

29th

October,2009 under

section

9(3) (h) of

the

BankingCompanies

(Acquisition and

Transfer of

Undertakings) Act,

1970. Dr.

Shahid wasnominated

for a

secondterm ofthree years

from 29th

October,2009 to

28th

October2012 or

until

further

orders,whichever

is earlier.

Shri

Amarjit

Chopra,who was


41/80

nominated

as Directorfor a

period of

three years

on 13thOctober

2006, by

the CentralGovernme

nt under

section 9(3) (g) of

the

Banking

Companies

(Acquisition and


gs) Act,

1970,ceased to

be a

Director on12th

October

2009, onthe expiryof his term

of

appointment.

2.3

BOARD

MEETIN

GS:

During the

FinancialYear 2009-

10, total 15

BoardMeetings


42/80

were held

on thefollowing

dates as

against

minimumof -6-

meetings

prescribedunder

Clause 12

of theNationalize

d Banks

(Managem

ent and

Miscellaneous

Provisions)Scheme,

1970.

27.04.2009

28.0

4.2009

26.05.2009

0

2.

0

7.2

0

09

20.07.2009

27.07.2009

28.0

8.2009

29.09.200

9

27

.

1

0

.2

00

9

28.10

.2009

24.11.2009 06.0

1.20

27.01.201

0

0

5

19.03

.2010


43/80

10

.

03

.

2

01

0

The

details of

attendanc

e of the

Directors

at the

aforesaid

Board

Meetings

held

during

their

respective

tenure are

as under:

Name of

the

Director

P

e

ri

o

d

M

e

et

i

ng

s

h

e

ld

d

u

ri

n

M

e

et

i

ng

s

a

tt

en

d

ed


44/80

g

t

h

e

ir

t

en

u

re

Shri M. D.

Mallya

0

1

.0

4.

2

00

9

t

o

31

.

03

.

20

1

0

1

5

1

5

Shri V.Santhanara

man

01

.0

4

.2

0

7 7


45/80

0

9

t

o

3

1

.0

8

.2

0

0

9

Shri RajivKumar

Bakshi

0

1.

0

4.

2

00

9

to

31

.

03

.

2

01

0

15

15

Shri N. S.

Srinath

0

7

.1

2

4 4


46/80

.

20

0

9

t

o

3

1

.0

3

.

2

01

0

ShriAmitabh

Verma

0

1.

0

4.

2

009

to

08

.

1

2.

2

00

9

11

2

Shri Alok

Nigam

0

9

4 3


47/80

.

12

.

2

00

9

t

o

3

1

.

0

3.

20

1

0

Shri A.

Somasundaram

0

1.

0

4.2

0

09

to

3

1.

0

3.

2

01

1

5

1

4


48/80

0

Shri

Milind N.

Nadkarni

0

1

.

04

.

20

0

9

t

o

31

.0

3

.2

0

10

1

5

1

3

Shri Ranjit

KumarChatterjee

0

1.

0

4.

2

00

9

t

o

31

.

03

.

1

5

1

5


49/80

2

01

0

ShriAmarjit

Chopra

01

.

04

.

20

0

9

to

1

2

.1

0

.2

0

09

8 6

Dr. AtulAgarwal

01

.

04

.

2

0

09

t

o

3

1

15

12


50/80

.

03

.

2

01

0

Dr. (Smt.)

Masarrat

Shahid

2

9

.1

0

.

2

00

9

t

o

3

1.

0

3.2

0

10

5 4

Dr.Dharmendr

a Bhandari

01

.

0

4

.2

00

9

t

o

15

11


51/80

31

.

0

3.

2

01

0

Dr. Deepak

B. Phatak

0

1

.

0

4.

20

0

9

t

o

3

1.0

3

.2

0

10

1

5

1

0

Shri

Maulin A.

Vaishnav

0

1

.0

4.

2

00

9

1

5

1

4


52/80

to

3

1.

0

3.

2

01

0

2.4 Codeof

Conduct:

The Code

of Conductfor Board

of

Directorsand Senior

Manageme

ntPersonneli.e. Core

Manageme

nt Teamcomprising

all General

Managersand

Departmen

tal Heads,

has beenapproved

by the

Board ofDirectors

in

complianceof Clause


53/80

49 of the

ListingAgreement

with Stock

Exchanges.

The saidCode of

Conduct is

posted onBanks

website

www.bankofbaroda.c

om. All the

Board

Members

and SeniorManageme

ntPersonnel

have since

affirmedthe

compliance

of theCode.

3. AnnualGeneral

Meeting :

The

AnnualGeneral

Meeting of

theshareholde

rs of the

Bank was

held onThursday,

2nd July,

2009 atVadodara,

where the

followingDirectors
http://www.bankofbaroda.com/http://www.bankofbaroda.com/http://www.bankofbaroda.com/http://www.bankofbaroda.com/http://www.bankofbaroda.com/http://www.bankofbaroda.com/


54/80

were

present.

1. Shri M. D. Mallya - Chairman & Managing Director

2. Shri V. Santhanaraman - Executive Director

3.Shri Rajiv Kumar Bakshi - Executive Director

4. Shri A. Somasundaram - Director

5. Shri Milind N. Nadkarni - Director (Workmen)

6.Shri Ranjit Kumar Chatterjee - Director (Non-workmen)

7. Shri Amarjit Chopra -Director (Chairman-ACB)

8. Dr. Atul Agarwal - Director

9. Shri Maulin A. Vaishnav -Director - Representing Shareholders, other than

Central Government

4. COMMITTEE OF DIRECTORS / EXECUTIVES :

The Board of Directors of the Bank has constituted various Committees of Directors and /

or Executives to look into different areas of strategic importance in terms of Reserve

Bank of India and Government of India guidelines on Corporate Governance and RiskManagement. The important Committees of the Board are as under:

i) Management Committee of the Boardii) Audit Committee of Board (ACB)

iii) Shareholders / Investors Grievances Committee

iv) Share Transfer Committeev) Asset Liability Management & Risk Management Committee

vi) Customer Service Committees

vii) Remuneration Committeeviii) Nomination Committee

ix) Committee of Directors

x) Committee on High Value Frauds

4.1. Management Committee of the Board :

In pursuance of Clause 13 of the Nationalized Banks (Management and MiscellaneousProvisions) Scheme, 1970 (as amended) read with the amendments made by the Ministry

of Finance, Government of India, a Management Committee of the Board has been

constituted to consider various business matters of material significance like sanction ofhigh value credit proposals, compromise / write-off proposals, sanction of capital and

revenue expenditure, premises, investments, donations etc.


55/80

The Committee consists of Chairman and Managing Director, Executive Director (s) and

Directors nominated by Government of India under Section 9 (3) (c) and 9 (3) (g) and

three Directors from amongst those appointed under sub section (e) (f) (h) and (i) ofsection 9(3) of The Banking Companies (Acquisition and Transfer of Undertakings) Act,

1970.

The composition of the committee as on 31st March 2010 is as under:

(i) Shri M. D. Mallya(ii) Shri Rajiv Kumar Bakshi

(iii) Shri N. S. Srinath

(iv) Shri A. Somasundaram

(v) Shri Milind N. Nadkarni(vi) Dr. Atul Agarwal

(vii) Dr. (Smt.) Masarrat Shahid

During the Financial Year 2009-10, the Management Committee of the Board (MCB)met on 25 occasions on the following dates

16.04.2009 28.04.2009 26.05.2009 06.06.2009 22.06.2009 02.07.2009

18.07.2009 07.08.2009 20.08.2009 28.08.2009 11.09.2009 29.09.2009

12.10.2009 27.10.2009 13.11.2009 24.11.2009 04.12.2009 23.12.2009

05.01.2010 21.01.2010 05.02.2010 19.02.2010 04.03.2010 18.03.2010

25.03.2010

The details of attendance of the Directors at the aforesaid Meetings of the Committeeheld during their respective tenure are as under:

Name of the Director Period

Meetings

held during

their tenure

Meetings

attended

Shri M. D. Mallya 01.04.2009 to 31.03.2010 25 25

Shri V. Santhanaraman 01.04.2009 to 31.08.2009 10 10

Shri Rajiv Kumar Bakshi 01.04.2009 to 31.03.2010 25 24

Shri N. S. Srinath 07.12.2009 to 31.03.2010 8 8

Shri A. Somasundaram 01.04.2009 to 31.03.2010 25 24

Shri Ranjit Kumar Chatterjee 29.07.2009 to 28.01.2010 13 11

Shri Amarjit Chopra 01.04.2009 to 12.10.2009 13 11


56/80

Dr. Atul Agarwal 01.04.2009 to 28.07.2009 7 6

-do- 24.11.2009 to 31.03.2010 10 10

Dr. (Smt.) Masarrat Shahid 29.01.2010 to 31.03.2010 5 5

Dr. Dharmendra Bhandari 29.07.2009 to 28.01.2010 13 9

Shri Maulin A. Vaishnav 16.05.2009 to 15.11.2009 13 11

Shri Milind N. Nadkarni 01.04.2009 to 13.05.2009 2 2

-do- 16.11.2009 to 31.03.2010 10 9

Dr. Deepak B. Phatak 01.04.2009 to 28.07.2009 7 2

4.2. Audit Committee of Board (ACB)::

The Bank, in consonance with the fundamentals of Corporate Governance and in

pursuance of directives of the Reserve Bank of India, has constituted an Audit Committeeof the Board comprising Six Directors. A Non-Executive Director who is a Chartered

Accountant is the Chairman of the Committee.

The composition of the Committee as on 31st March, 2010 is as under:

(i) Dr Atul Agarwal - Chairman

(ii) Shri Rajiv Kumar Bakshi- Member

(iii) Shri N. S. Srinath - Member

(iv) Shri Alok Nigam - Member

(v) Shri A. Somasundaram - Member

(vi) Shri Maulin A. Vaishnav - Member


57/80

The following Directors ceased to be members of ACB during the Financial Year 2009-

10 on the dates shown against their respective names:

(i) Shri V. Santhanaraman 31.08.2009

(ii) Shri Amarjit Chopra 12.10.2009

(iii) Shri Amitabh Verma 09.12.2009

During the Financial Year 2009-10, the Audit Committee of the Board (ACB) met on 12

occasions on the dates given below:

16.04.2009 27.04.2009 26.05.2009 06.06.2009 27.07.2009 07.08.2009

11.09.2009 28.10.2009 13.11.2009 24.11.2009 27.01.2010 05.03.2010

The details of attendance of the Directors at the Meetings of the Committee held during

their respective tenure are as under:

Sr.

NoName of the Director Period

Meeting held

during their

tenure

Meeting

attended

1. Shri Amarjit Chopra 01.04.2009 to 12.10.2009 7 7

2. Shri V. Santhanaraman 01.04.2009 to 31.08.2009 6 6

3. Shri Rajiv Kumar Bakshi 01.04.2009 to 31.03.2010 12 11

4. Shri N. S. Srinath 07.12.2009 to 31.03.2010 2 2

5. Shri Amitabh Verma 01.04.2009 to 09.12.2009 10 3

6. Shri Alok Nigam 09.12.2009 to 31.03.2010 2 1

7. Shri A. Somasundaram 01.04.2009 to 31.03.2010 12 11

8. Dr Atul Agarwal 01.04.2009 to 31.03.2010 12 11

9. Shri Maulin A . Vaishnav 28.10.2009 to 31.03.2010 5 5

The main functions of Audit Committee inter-alia include assessing and reviewing the

financial reporting system of the Bank to ensure that the financial statements are correct,

sufficient and credible. It reviews and recommends to the Management the quarterly /annual financial statements before their submission to the Board.

The Audit Committee provides directions and oversees the operations of total audit

functions of the Bank including the organization, operation and quality control of internal


58/80

audit, internal control weaknesses and inspection within the Bank and follow-up of the

suggestions of Statutory/External audit of the Bank and RBI inspections.

The Committee also reviews the adequacy of internal control systems, structure of

internal audit department, its staffing pattern and hold discussions with the internal

auditors / inspectors on any significant finding and follow-up action thereon. It furtherreviews the financial and risk management policies of the Bank.

As for Statutory Audit, the Audit Committee interacts with the Statutory Central Auditorsbefore finalization of Quarterly / Year to date / Annual Financial Results and Reports. It

also maintains follow up on various issues raised in the Long Form Audit Report

(LFAR).

4.3 Shareholders / Investors Grievances Committee:

The Shareholders / Investors Grievances Committee has been constituted by the Bank

to redress shareholders and investors complaints, if any.

The Committee includes following members:

(i) Executive Director (s) and

(ii) Four Non-Executive Directors as its members with a Non-Executive Director as its

Chairman.

The composition of the Committee as on 31st March 2010 is as under:

(i) Shri Maulin A . Vaishnav - Chairman

(ii)Shri Rajiv Kumar Bakshi - Member(iii)Shri N. S. Srinath - Member

(iv)Shri Milind N. Nadkarni-Member(v)Shri Ranjit Kumar Chatterjee - Member

(vi)Dr. Dharmendra Bhandari-Member

The Committee met four times during the Financial Year 2009-10 on the following dates:

26.05.2009 29.08.2009 05.12.2009 05.03.2010

The details of attendance of the Directors at the aforesaid Meetings of the Committeeheld during their respective tenure are as under:


Meetings held during

the period of their

tenure

Meetings

attended

Shri Maulin A. Vaishnav 01.04.2009 to 4 4


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Chairman of the Committee 31.03.2010

Shri V. Santhanaraman01.04.2009 to

31.08.20092 2

Shri Rajiv Kumar Bakshi 01.04.2009 to31.03.2010 4 4

Shri N. S. Srinath07.12.2009 to

31.03.20101 1

Shri Milind N. Nadkarni01.04.2009 to31.03.2010

4 4

Shri Ranjit Kumar Chatterjee01.04.2009 to

31.03.20104 4

Dr. Dharmendra Bhandari 01.04.2009 to31.03.2010

4 3

The Committee ensures that all share certificates are issued within a period of one month

of the date of lodgment for transfer, sub-division, consolidation, renewal, exchange orendorsement of calls / allotment money. The Committee further monitors the redressal of

investors complaints in a time bound manner.

The summary of number of requests/complaints received and resolved during the year are

as under

Pending as on 01.04.2009

Received during the

year

Resolved during the

yea

Pending as on

31.03.2010

13 8786 8775 24

All the pending cases as at the end of the year were pertaining to the request for issue of

duplicate share certificates, in respect of which the necessary formalities were in process.

Shri M.L Jain, Assistant General Manager & Company Secretary has been designated as

the Compliance Officer of the Bank under Clause 47 (a) of the Listing Agreement with

Stock Exchanges.

4.4 Share Transfer Committee:

Besides the Shareholders / Investors Grievances Committee, the Bank has constituted a

Share Transfer Committee comprising of Chairman and Managing Director, Executive

Directors, -2- General Managers and Deputy General Manager (Legal) as members. TheCommittee meets at least once in 15 days to effect transfer of Shares / Bonds. The

Committee met 37 times during the Financial Year 2009-10, on the following dates:

15.04.2009 21.04.2009 06.05.2009 08.05.2009 26.05.2009 03.06.2009


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06.06.2009 22.06.2009 27.06.2009 29.06.2009 15.07.2009 25.07.2009

30.07.2009 08.08.2009 12.08.2009 25.08.2009 04.09.2009 22.09.2009

25.09.2009 15.10.2009 31.10.2009 09.11.2009 16.11.2009 23.11.2009

01.12.2009 12.12.2009 21.12.2009 04.01.2010 15.01.2010 28.01.2010

10.02.2010 16.02.2010 18.02.2010 03.03.2010 12.03.2010 19.03.2010

31.03.2010

4.5. Asset Liability Management & Risk Management Committee:

The Bank has constituted a Board level Risk Management Committee known as Asset

Liability Management and Risk Management Committee to review and evaluate theoverall risks assumed by the Bank.

The Committee is headed by Chairman and Managing Director and its composition as on

31st March, 2010 is as under:

Shri M. D. Mallya - Chairman

Shri Rajiv Kumar Bakshi - Member

Shri N. S. Srinath - Member

Shri A. Somasundaram - Member

Dr. Dharmendra Bhandari - Member

The Committee met 4 times during the Financial Year 2009-10 on the following dates:

02.07.2009 29.08.2009 05.12.2009 05.03.2010

The details of attendance of the Directors at the Meetings of the Committee held during

their respective tenure are as under:


Meetings held

during their

tenure

Meetings attended

Shri M. D. Mallya 01.04.2009 to 31.03.2010 4 4

Shri V. Santhanaraman 01.04.2009 to 31.08.2009 2 2


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Shri Rajiv Kumar Bakshi 01.04.2009 to 31.03.2010 4 4

Shri N. S. Srinath 07.12.2009 to 31.03.2010 1 1

Shri A. Somasundaram 01.04.2009 to 31.03.2010 4 3

Dr Dharmendra Bhandari 01.04.2009 to 31.03.2010 4 2

The Bank has set up an appropriate risk management architecture, comprising Risk

Management Organizational Structure, Risk Principles, Risk Processes, Risk Control and

Risk Audit, all with a view to ideally identify, manage, monitor and control various

categories of risks, viz. Credit Risk, Market Risk and Operational Risk, etc. Theunderlying objective is to ensure continued stability and efficiency in the operations of

the Bank, nationally and internationally and to look after the safety of the Bank.

4.6 Customer Service Committee :

(a) Customer Service Committee of the Board

The Bank has constituted a sub-committee of Board, known as Customer Service

Committee'. The Committee has the following members as on 31st March, 2010:

1.Shri M. D. Mallya - Chairman and Managing Director

2. Shri Rajiv Kumar Bakshi - Executive Director

3.Shri N. S. Srinath - Executive Director

4. Shri A. Somasundaram - Member

5. Dr. (Smt.) Masarrat Shahid - Member

The functions of the Committee include creating a platform for making suggestions and

innovative measures for enhancing the quality of customer services and improving the

level of satisfaction for all categories of clientele at all times, which inter-alia comprisesthe following:

oversee the functioning of the Standing Committee on Procedure and

Performance Audit on Public Services and also compliance with the

recommendation of the Standing Committee on Customer Services.

review the status of the Awards remaining unimplemented for more than 3

months from the date of Awards and also deficiencies in providing Bankingservices as observed by the Banking Ombudsman.

review the status of the number of deceased claims remaining pending /

outstanding for settlement beyond 15 days pertaining to deceased

depositors/locker hirers/depositor of safe custody articles.


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During the Financial Year 2009-10, the Committee met four times on the following

dates:

22.06.2009 29.08.2009 05.12.2009 05.03.2010

The details of attendance of the Directors are as under:


Meetings held during

theperiod of their

tenure

Meetings attended

Shri M. D. Mallya01.04.2009 to

31.03.20104 4

Shri V. Santhanaraman01.04.2009 to31.08.2009

2 2

Shri Rajiv Kumar

Bakshi

01.04.2009 to

31.03.2010 4 4

Shri N. S. Srinath07.12.2009 to31.03.2010

1 1

Shri A. Somasundaram01.04.2009 to

31.03.20104 3

Dr. (Smt.) MasarratShahid

24.11.2009 to31.03.2010

2 1

(b) Standing Committee on Customer Service:

Besides, the Sub Committee of the Board as aforesaid, the Bank has also set up a

Standing Committee on Procedures and Performance Audit on Customer Services having

four General Managers of the Bank and three other eminent public personalities asmembers, as per the guidelines of Reserve Bank of India. The Committee is chaired by

the Executive Director of the Bank.

This Committee has been set up to focus on the banking services available to the public at

large and focusing on the need to (i) benchmark the current level of service, (ii) review

the progress periodically, (iii) enhance the timeliness and quality, (iv) rationalize theprocesses taking into account technological developments, and (v) suggest appropriate

incentives to facilitate change on an ongoing basis.

4.7 Remuneration Committee :

Government of India announced Performance Linked Incentives for Whole Time

Directors of Public Sector Banks vide Notification No.F No.20/1/2005-BO.I dated 9thMarch, 2007. The incentive is based on certain qualitative as well as quantitative


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parameters fixed for Performance Evaluation Matrix on the basis of the statement of

intent on goals and benchmarks based on various compliance reports during the previous

financial year. In compliance of the said directives, a Remuneration Committee of theBoard was constituted for evaluation of the performance and incentive amount to be

awarded/paid during the year.

The composition of the Committee as on 31st March, 2010 is as under :

Shri Alok Nigam

Shri A. Somasundaram

Dr. Dharmendra Bhandari

During the Financial Year 2009-10, the Committee met once on 11th May, 2009 wherein

all members were present. In terms of the aforesaid notification, the Committee decided

to pay incentives for the Financial Year 2008-09 to the following Directors as per details

given below:

(Amount in Rupees)

Sr.No

Name DesignationPerformance LinkedIncentives for the Financial

Year 2008- 09 (Rs.)

1 Shri M. D. Mallya *Chairman and Managing

Director7,21,096

2 Shri V. Santhanaraman Executive Director 6,50,000

3 Shri Satish C. Gupta * Executive Director 3,90,000

4 Shri Rajiv Kumar Bakshi * Executive Director 2,60,000

* Incentive payment made in proportion to his respective tenure in the Bank.

4.8 Nomination Committee ::

Reserve Bank of India has laid down "Fit and Proper" criteria to be fulfilled by persons to

be elected as directors on the Boards of the Nationalized Banks under the provisions of

Section 9(3)(i) of Banking Companies (Acquisition and Transfer of Undertakings) Act,1970/80. In terms of the guidelines issued by Reserve Bank of India, a Nomination

Committee is required to be constituted consisting of a minimum of three directors (all

independent/non executive directors) from amongst the Board of Directors. Incompliance of the said directives, a Nomination Committee has been constituted.

The composition of the Committee as on 31.03.2010 is as under:

Shri Alok Nigam


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Shri A. Somasundaram

Dr. Atul Agarwal Vaishnav

Dr. (Smt.) Masarrat Shahid

During the Financial Year 2009-10, the Committee met once on 26th May, 2009, whereinall the members were present. The meeting was convened to ascertain Fit and Proper

status of the elected Shareholder Directors as per RBI guidelines in respect of 3 directors

under this category namely (i) Dr. Dharmendra Bhandari, (ii) Dr. Deepak B. Phatak and(iii) Shri Maulin A. Vaishnav. The Committee found all of them Fit and Proper.

4.9 Committee of Directors:

A Committee of Directors consisting of Chairman and Managing Director and the

nominee Directors of Government of India and Reserve Bank of India has been formed

for dealing with the promotions at senior level. This Committee also deals with review of

vigilance disciplinary cases and departmental enquiries.

The composition of the Committee as on 31st March 2010 is as under:

(i) Shri M. D. Mallya

(ii) Shri Alok Nigam

(iii) Shri A. Somasundaram

The Committee met 7 times during the Financial Year 2009-10 on the following dates:

26.05.2009 07.08.2009 29.08.2009 05.09.2009 06.01.2010 27.01.2010 20.02.2010

The details of attendance of directors are as under:

Name

Meetings

held during

their tenure

Meetings

Attended

Shri M. D. Mallya 7 7

Shri Amitabh Verma 4 4

Shri A. Somasundaram 7 7

Shri Alok Nigam 3 3

4.10 Committee on High Value Frauds:

Reserve Bank of India vide its letter

No.RBI/2004.5.DBS.FGV(F)No.1004/23.04.01A/2003-4 dated 14th January, 2004

informed about the delay in various aspects of frauds like detection, reporting to


65/80

regulatory and enforcement agencies and action against the perpetrators of the frauds. It

was therefore, suggested to constitute a Sub-committee of the Board, which would be

exclusively dedicated to monitor and follow up of fraud cases of Rs.1.00 crore and above.The Audit committee of the Board will continue to monitor all the cases of frauds in

general.

The major functions of the Committee, inter-alia, include monitoring and review of all

the frauds of Rs.1.00 crore and above so as to: (a) identify the systemic lacunae if any

that facilitated perpetration of the fraud and put in place measures to plug the same (b)identify the reasons for delay in detection, if any, reporting to top management of the

Bank and RBI (c) monitor progress of CBI/Police investigation and recovery position (d)

ensure that staff accountability is examined at all levels in all the cases of frauds and staff

side action, if required, is completed quickly without loss of time (e) review the efficacyof the remedial action taken to prevent recurrence of frauds, such as strengthening of

internal controls and (f) put in place other measures as may be considered relevant to

strengthen preventive measures against frauds.

The Special Committee constituted with five members of the Board of Directors consists

of: (a) Chairman and Managing Director (b) Two members from ACB and (c) Two othermembers from the Board excluding RBI Nominee.

The composition of the Committee as on 31st March, 2010 is as under:

(i) Shri M. D. Mallya(ii) Shri Alok Nigam

(iii) Dr. Atul Agarwal

(iv) Dr. Deepak B. Phatak(v) Shri Maulin A. Vaishnav

The Committee met 4 times during the Financial Year 2009-10 as per the details below:

26.05.2009 29.08.2009 05.12.2009 05.03.2010

The details of attendance of directors are as under:

Name Meetings held during their tenure Meetings Attended

Shri M. D. Mallya 4 4

Shri Amitabh Verma 3 2

Dr. Atul Agarwal 4 4

Dr. Deepak B. Phatak 4 2

Shri Maulin A. Vaishnav 4 4

Shri Alok Nigam 1 0

5. REMUNERATION OF DIRECTORS: :


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The remuneration including travelling and halting expenses to Non-Executive Directors

which are being paid as stipulated by the Central Government in consultation with

Reserve Bank of India from time to time in terms of Clause 17 of the Nationalized Banks(Management and Miscellaneous Provisions) Scheme, 1970 (as amended).

The Chairman & Managing Director and Executive Directors are being paidremuneration by way of salary as per rules framed by the Government of India. The

details of remuneration and Performance Linked Incentives paid to Chairman and

Managing Director and Executive Director/s is detailed below:

A. Salary including Arrears paid during the Financial Year 2009-10:

Sr.

NoName Designation

Amount

(Rs.)

1 Shri M. D. MallyaChairman and Managing

Director16,09,398

2 Shri V. Santhanaraman (Up to 31.08.2009) Executive Director 12,24,019

3 Shri Rajiv Kumar Bakshi Executive Director 11,33,184

4 Shri N. S. Srinath (From 07.12.2009) Executive Director 3,20,093

Performance Linked Incentives paid during 2009-10:

Sr.

NoName Designation

Performance Linked Incentives for the

Financial Year 2008-09 (Rs.)

1 Shri M. D.Mallya* Chairman andManaging Director 7,21,096

2Shri V.Santhanaraman

Executive Director 6,50,000

3Shri Satish C.

Gupta*Executive Director 3,90,000

4Shri Rajiv KumarBakshi *

Executive Director 2,60,000

5 Shri N. S. Srinath Executive Director Nil

* Incentive payments made in proportion to his respective tenure in the Bank.

The Sitting Fee paid to the Non-Executive Directors during the Year 2009-10 is as under:

(No sitting fee is payable to whole time directors and director representing Government.

of India) :

Sr.No Name of the Director Amount Paid in Rs.


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1 Shri A. Somasundaram 1,95,000

2 Shri Milind N. Nadkarni 1,02,500

3 Shri Ranjit Kumar Chatterjee 1,12,500

4 Shri Amarjit Chopra 80,000

5 Dr. Atul Agarwal 1,40,000

6 Dr. (Smt.) Masarrat Shahid 35,000

7 Dr. Dharmendra Bhandari 95,000

8 Dr. Deepak B. Phatak 82,500

9 Shri Maulin A. Vaishnav 1,30,000

6. GENERAL BODY MEETINGS :

The details of General Body Meetings held during the last three years are given below:

Nature of

MeetingDate & Time Venue Purpose

11th Annual

General Meeting

04th July, 2007

at 10.00 a.m.

Prof. C.C. MehtaAuditorium, General

Education Centre, Maharaja

Sayajirao University ofBaroda, Vadodara 390 002

To discuss, approve and adoptthe Balance Sheet of the Bank

as on 31st March 2007, Profit

& Loss Account for the yearended 31st March 2007, the

Report of Board of Directors

on the working and activitiesof the Bank and the Auditors

Report on the Balance Sheet

and Accounts and to declare

Final Dividend for the year2006-07.

12th Annual

General Meeting

28th July, 2008

at 10.30 a.m.

Prof. C.C. Mehta

Auditorium, GeneralEducation Centre, Maharaja

Sayajirao University of

Baroda, Vadodara 390 002

To discuss, approve and adopt

the Balance Sheet of the Bankas on 31st March 2008, Profit

& Loss Account for the year

ended 31st March 2008, the

Report of Board of Directorson the working and activities

of the Bank and the Auditors

Report on the Balance Sheet


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and Accounts and to declare

Dividend for the year 2007-

08.

Extra Ordinary

General Meeting

23rd December,2008

at 10.00 a.m.

Prof. C.C. Mehta

Auditorium, GeneralEducation Centre, Maharaja

Sayajirao University of


Election of three Directors

from amongst Shareholdersother than Central

Government in pursuance ofSection 9(3)(i) of the Banking

Companies (Acquisition and

Transfer of Undertakings)Act, 1970 and Bank of Baroda

General (Shares and

Meetings) Regulations 1998.

13th AnnualGeneral Meeting

2nd July, 2009At 10.30 a.m.

Prof. C.C. Mehta

Auditorium, General

Education Centre, MaharajaSayajirao University of


To discuss, approve and adopt

the Balance Sheet of the Bankas at 31st March, 2009, Profit

and Loss Account for the yearended 31st March, 2009, the

report of the Board of

Directors on the working andactivities of the Bank for the

period covered by the

Accounts and the Auditors

Report on the Balance Sheetand Accounts and to declare

Dividend for the year 2008 09.

7. DISCLOSURES :

a) There is no materially significant Related Party Transaction that may have potential

conflict with the interests of the Bank at large.

b) Income by way of Fees, Commission other than on Government Business,

Commission on Guarantees, LCs, Exchange, Brokerage, Interest on overdue Bills,Advance Bills and Interest earned on Tax Refunds are accounted for on realization basis.

c) Dividend on Shares in Subsidiaries, Joint Ventures and Associates is accounted onactual realization basis.

d) No penalties and strictures have been imposed on the Bank by the Stock Exchange and/or SEBI for non-compliance of any law, guidelines and directives, on any matters related

to capital markets, during the last three years.

e) As on date, the Central Vigilance Commissions Whistle Blower Policy in toto is inplace.


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f) Directors have disclosed that they have no relationship between directors inter se as on

31st March 2010.

8. MANDATORY AND NON-MANDATORY REQUIREMENTS:

The Bank has complied with all the applicable mandatory requirements as provided inRevised Clause 49 of the Listing Agreement entered into with the Stock Exchanges

where Banks shares are listed.

The extent of implementation of non-mandatory requirements is as under:

Sr.

NoNon-mandatory requirement Status of Implementation

1.Non-executive Chairman to maintainChairmans Office at companys

expense.

Not Applicable, since the Chairmans position isExecutive.

2.

Board to set-up a Remuneration

Committee to formulate companysremuneration policy on specific

remuneration package for Executive

Directors.

Not applicable, as Executive Directors draw salary

as fixed by the Government of India. However aRemuneration Committee is in operation to

consider Performance Linked Incentive in terms of

guidelines issued by the Central Government.

3.

Half-yearly declaration of financial

performance including summary of

significant events in last six months tobe sent to shareholders.

The Bank has sent half-yearly financial results for

the half year ended 30.09.2009 including summary

of significant developments during last six monthsto each shareholder. Besides the

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