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Corporate Governance Report 2015-16

Code of Conduct

1. BANK’S PHILOSOPHY ON CODE OF GOVERNANCE

The Bank shall continue its endeavour to enhance its shareholders' value by protecting their interest by ensuring performance at all levels and maximizing returns with optimal use of resources in pursuit of excellence. The Bank shall comply with not only the statutory requirements but also voluntarily formulate and adhere to a set of strong Corporate Governance practices. The Bank believes in setting high standards of ethical values, transparency and disciplined approach to achieve excellence in all its sphere of activities. The Bank is also committed to follow the best international practices. The Bank shall strive hard to serve the interests of its stakeholders comprising shareholders, customers, Government, employees, creditors and society at large.

The Bank is a listed entity, which is not a company but body corporate under The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 and is regulated by Reserve Bank of India. Therefore, the Bank shall comply with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the extent it does not violate the provisions of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 and the Guidelines issued by Reserve Bank of India in this regard.

2. BOARD OF DIRECTORS

(a) Composition of the Board

The composition of Board of Directors of the Bank is governed by the provisions of The Banking Regulation Act, 1949, The Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970, as amended and The Nationalized Banks (Management & Miscellaneous Provisions) Scheme, 1970, as amended.

The composition of Board of Directors of the Bank as on 31st March, 2016 is as under:

1. Shri Ravi Venkatesan

-Non-Executive Chairman

2. Shri P. S. Jayakumar

-Managing Director & CEO

3. Shri B. B. Joshi - Executive Director
4. Shri Mayank K. Mehta - Executive Director
5. Shri Mohammad Mustafa - Director (Non-Executive - GOI Representative)
6. Smt. Surekha Marandi - Director (Non-Executive - Representing RBI)
7. Shri Prem Kumar Makkar - Director (Independent - Representing Non-workmen)
8. Dr. R. Narayanaswamy - Director (Independent - Representing Shareholders)
9. Shri Bharatkumar D. Dangar - Director (Independent - Representing Shareholders)
10. Smt. Usha A. Narayanan - Director (Independent - Representing Shareholders)


Sr. No. Name Position Held No. of equity shares of the Bank held as on 31.3.2016 No. of membership in Sub -Committees of the Bank No. of Directorship held in other Companies / entities i.e. Other than the Bank No. of Membership / Chairmanship held in Sub - Committees of the Board in other Companies Remarks (Nature of appointment in the Bank / other Entities) (As on 31.03.2016)
1. Shri Ravi Venkatesan

Chairman (Non-Executive)

NIL 5 6 7

Appointed as a Part Time Non-official director as well as Non-Executive Chairman by the Central Government u/s 9(3)(h) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, wef 14.08.2015 for a period of 3 years or until further orders, whichever is earlier. He is also on the Board of:

1. Infosys Ltd.

2. Strand Life Sciences P.Ltd.

3. Smart Power for Rural Development India Foundation

4. USF Advisors LLP

5. Rockefeller Foundation

6. SVP Philanthropy India Foundation - Founder Chairman

2. Shri P S Jayakumar Managing Director & CEO (Executive) 14500 10 3 10

Appointed as Whole Time Director designated as Managing Director & CEO by the Central Government u/s 9(3)(a) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, w.e.f 13.10.2015 for a period of 3 years or until further orders, whichever is earlier.

He is also a Director on the Board of:

1. BOB Capital Markets Ltd.

2. India First Life Insurance Co. Ltd.

3. BOBCARDs Ltd.

3. Shri B B Joshi Executive Director (Executive) NIL 10 4 Nil

Appointed as a Whole Time Director (designated as Executive Director) w.e.f. 05.08.2013 by the Central Government u/s 9 (3) (a) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, to hold office up to 31.12.2016 i.e. the date of his superannuation or until further orders, whichever is earlier.

He is also a Director on the Board of:

1. Bank of Baroda (Ghana) Ltd.

2. Bank of Baroda (Botswana) Ltd.

3. Indo Zambia Bank Ltd.

4. IndiaFirst Life Insurance Company Ltd.

4. Shri Mayank K. Mehta Executive Director (Executive) NIL 10 NIL NIL

Appointed as a Whole Time Director (designated as Executive Director) w.e.f. 22.01.2016 by the Central Government u/s 9 (3) (a) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, to hold office up to 30.09.2018 i.e. the date of his superannuation or until further orders, whichever is earlier.

5. Shri Mohammad Mustafa Director (Non Executive) Representing Central Government Nil 7 3 NIL

Nominated as a Director w.e.f. 25.11.2014 by The Central Government u/s 9 (3) (b) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 to hold the post until further orders.

He is also a Director on the Board of:

1. CERSAI (Central Registry of Securitisation of Asset Reconstruction and Security Interest of India)

2. IWRFC (Irrigation and Water Resource Finance Corporation Ltd.)

3. The New India Assurance Co. Ltd.

6. Smt. Surekha Marandi Director (Non Executive)

Representing Reserve Bank of India (RBI)
NIL 6 NIL NIL
Nominated as a Director w.e.f. 10.06.2014 by the Central Government u/s 9 (3) (c) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 to hold the post until further orders.
7 Shri Prem Kumar Makkar Director (Non Executive) Representing Non-Workmen employees 25 7 NIL NIL
Appointed as Officer Employee Director w.e.f. 19.09.2014 by the Central Government u/s 9 (3) (f) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 for a period of three years or till he ceases to be an Officer of the Bank or until further orders, whichever is earlier.
8. Dr. R. Narayanaswamy Director (Non Executive) Elected from amongst Shareholders, other than Central Government 500 8 NIL NIL
Declared elected as Shareholder Director under section 9 (3)(i) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, for a period of 3 years from 24.12.2014 to 23.12.2017.
9. Shri Bharatkumar D. Dangar Director (Non Executive) Elected from amongst Shareholders, other than Central Government 500 8 1 NIL

Declared elected as Shareholder Director under section 9 (3)(i) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, for a period of 3 years from 24.12.2014 to 23.12.2017.

He is also a Director on the Board of:

1. International & Domestic Arbitration Centre India

10. Smt. Usha A. Narayanan Director (Non Executive) Elected from amongst Shareholders, other than Central Government 500 3 1 NIL

Declared elected as Shareholder Director under section 9 (3)(i) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, for a period of 3 years from 12.12.2015 to 23.12.2018.

She is also on the Board of:

1. Social Ventures SVP Philanthropy Foundation.

(b) Appointments / Cessation of Directors during the Year:

Appointments:

Shri Ravi Venkatesan has been appointed as a Part Time Non-official Director as well as Non-Executive Chairman by the Central Government u/s 9(3)(h) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, wef 14.08.2015 for a period of 3 years or until further orders, whichever is earlier.

Shri P. S. Jayakumar has been appointed as Managing Director & CEO by the Central Government u/s 9(3)(a) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, w.e.f 13.10.2015 for a period of 3 years or until further orders, whichever is earlier.

Smt. Usha A. Narayanan, after scrutiny of nominations and determination of 'Fit and Proper' status, declared elected as Shareholder Director on the Board of the Bank w.e.f. 12.12.2015.

Shri Mayank K. Mehta has been appointed as Executive Director by the Central Government u/s 9(3)(a) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, w.e.f 22.01.2016 upto 30.09.2018 i.e. the date of his attaining the age of superannuation or until further orders, whichever is earlier.

Cessations:

Shri Ranjan Dhawan, Executive Director, ceased to be Executive Director w.e.f. 1st October, 2015 on his attaining the age of superannuation from the Bank's service.

Shri K.V. Rama Moorthy, Executive Director, ceased to be Executive Director w.e.f. 29th August, 2015 on his appointment as Executive Director of United Bank of India.

(c) 19th ANNUAL GENERAL MEETING

The 19th Annual General Meeting of the shareholders of the Bank for FY 2014-15 was held on Wednesday, 24th June, 2015 at Vadodara, where the following Directors were present.

1. Shri Ranjan Dhawan

Executive Director - Chaired the Meeting

2. Shri B. B. Joshi

Executive Director

3. Shri K.V. Rama Moorthy

Executive Director

4. Shri Prem Kumar Makkar

Director (Non-workmen)

5. Dr. R. Narayanaswamy

Director (Shareholder) - Chairman ACB

6. Shri Bharatkumar D. Dangar

Director (Shareholder)

(d) Board Meetings

During the Financial Year 2015-16, total -13 - Board Meetings were held on the following dates as against minimum of -6- meetings prescribed under Clause 12 of The Nationalized Banks (Management and Miscellaneous Provisions) Scheme, 1970.

10.05.2015

11.05.2015

07.06.2015 & 08.06.2015

24.06.2015

20.07.2015

29.07.2015

30.07.2015

22.08.2015

05.11.2015

06.11.2015

12.02.2016

13.02.2016

18.03.2016

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

Name of the Director

Period

Meetings Held During Their Tenure

Meetings Attended

Shri Ravi Venkatesan

14.08.2015 to 31.03.2016

6

6

Shri P. S. Jayakumar

13.10.2015 to 31.03.2016

5

5

Shri Ranjan Dhawan*

01.04.2015 to 30.09.2015

8

8

Shri B. B. Joshi

01.04.2015 to 31.03.2016

13

11

Shri K. V. Rama Moorthy*

01.04.2015 to 29.08.2015

8

8

Shri Mohammad Mustafa

01.04.2015 to 31.03.2016

12

5

Smt. Surekha Marandi

01.04.2015 to 31.03.2016

13

13

Shri Prem Kumar Makkar

01.04.2015 to 31.03.2016

13

13

Shri R Narayanaswamy

01.04.2015 to 31.03.2016

13

12

Dr. Bharatkumar D. Dangar

01.04.2015 to 31.03.2016

13

12

Smt. Usha Narayanan

12.12.2015 to 31.03.2016

3

3

Shri Mayank K. Mehta

22.01.2016 to 31.03.2016

3

3

*Ceased to be member during the year.

(e) Code of Conduct

The Code of Conduct for Board of Directors and Senior Management Personnel i.e. Core Management Team comprising all General Managers and Departmental Heads, has been approved by the Board of Directors in compliance of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The said Code of Conduct is posted on Bank's website i.e. www.bankofbaroda.co.in. All the Board Members and Senior Management Personnel have since affirmed the compliance of the Code for the year 2015-16 and undertaken continued compliance of the same.

3. COMMITTEE / SUB-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 / SEBI / Government of India guidelines on Corporate Governance and Risk Management. The important Committees are as under:

3.1 Audit Committee of the Board (ACB)

3.2 Remuneration Committee

3.3 Nomination Committee

3.4 Stakeholders Relationship Committee

3.5 Management Committee of the Board (MCB)

3.6 Credit Approval Committee of the Board (CACB)

3.7 Shares/Bonds Transfer Committee:

3.8 Risk Management Committee of the Board

3.9 Customer Service Committees

3.10 Committee of Directors

3.11 Committee on High Value Frauds

3.12 IT Strategy Committee of the Bank

3.13 Committee for Monitoring of Recovery

3.14 Strategic Advisory Committee of the Board on HR

3.15 Committee to support candidates for election of Shareholder Directors for Banks & FIs

3.1 Audit Committee of the 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 Committee of the Board comprising of Five 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, 2016 is as under:

  1. Dr. R. Narayanaswamy - Chairman of the Committee

  2. Shri Mayank K. Mehta - Member

  3. Shri Mohammad Mustafa - Member

  4. Smt. Surekha Marandi - Member

  5. Smt.Usha Narayanan - Member

During the Financial Year 2015-16, the Audit Committee of the Board (ACB) met on -12- occasions on the dates given below:

10.05.2015

15.06.2015

29.07.2015

22.08.2015

15.09.2015

19.10.2015

05.11.2015

22.12.2015

01.02.2016

12.02.2016

10.03.2016

17.03.2016

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

Name Of The Director Period Meetings Held During Their Tenure

Meetings Attended

Dr. R. Narayanaswamy

01.04.2015 to 31.03.2016

12

12

Shri B.B. Joshi*

01.04.2015 to 12.02.2016

10

10

Shri K.V. Rama Moorthy*

01.04.2015 to 29.08 2015

4

3

Shri Mayank K. Mehta

22.01.2016 to 31.03.2016

4

3

Smt. Surekha Marandi

01.04.2015 to 31.03.2016

12

11

Shri Mohammad Mustafa 01.04.2015 to 31.03.2016 12 1
Shri Bharatkumar D. Dangar* 01.04.2015 to 29.02.2016 10 10
Smt. Usha A. Narayanan 01.03.2016 to 31.03.2016 2 2
*Ceased to be member during the year.

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 for approval.

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 audit, internal control weaknesses and inspection within the Bank and follow-up of the suggestions of Statutory/External Auditors 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 further reviews the financial and risk management policies of the Bank.

As for Statutory Audit, the Audit Committee interacts with the Statutory Central Auditors before 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).

3.2 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 9th March, 2007. The incentive is based on certain qualitative as well as quantitative parameters fixed for Performance Evaluation Matrix on the basis of the Statement of Intent (SOI) on goals and benchmarks based on various compliance reports during the previous financial year. In compliance of the said directives, a Remuneration Committee of the Board 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, 2016 is as under:

  1. Shri Ravi Venkatesan - Chairman

  2. Shri Mohammad Mustafa

  3. Shri Surekha Marandi

  4. Dr. R. Narayanaswamy

  5. Shri Prem Kumar Makkar

During the Financial Year 2015-16, the Committee met twice on 21.05.2015 and 31.10.2015. The Committee decided that considering the performance of the bank, no incentive to be paid during the year.

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

Name Of The Director

Period

Meetings Held During Their Tenure

Meetings Attended

Shri Ravi Venkatesan - Chairman

14.08.2015-31.03.2016

2

2

Shri Mohammad Mustafa

01.04.2015-31.03.2016

2

2

Smt. Surekha Marandi

01.04.2015-31.03.2016

2

1

Dr. R. Narayanaswamy

01.04.2015-31.03.2016

2

2

Shri Prem Kumar Makkar

01.04.2015-31.03.2016

2

2

3.3 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, Notification No. DBOD No. BC No. 46 and 47/29.03.001/2007-08 dated November 1, 2007 read with No. DBOD. BC.No.95/29.39.001/2010-11 dated 23rd May, 2011 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. In compliance of the said directives, a "Nomination Committee" has been constituted.

The composition of the Committee as on 31st March, 2016 is as under:

  1. Shri Ravi Venkatesan - Chairman

  2. Shri Mohammad Mustafa

  3. Smt. Surekha Marandi

  4. Shri Prem Kumar Makkar

During the Financial Year 2015-16, the Committee met thrice on 11.05.2015, 15.06.2015 & 11.12.2015. The Committee at its meeting held on 11.05.2015 confirmed the 'Fit and Proper' status of the existing shareholder directors i.e. Dr. R Narayanaswamy and Shri Bharatkumar D. Dangar. The Committee at its meeting held on 15.06.2015 ascertained the Fit and Proper status of new candidate to be elected as shareholder director, for the one vacancy existed. However, no one was found fit. The Committee again met on 11.12.2015 for ascertaining the Fit and Proper status of new candidates and found only one candidate viz.Smt. Usha A Narayanan fit and proper and she was declared elected.

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

Name Of The Director

Period

Meetings Held During Their Tenure

Meetings Attended

Shri Ravi Venkatesan - Chairman

14.08.2015-31.03.2016

1

1

Shri Mohammad Mustafa

01.04.2015-31.03.2016

3

3

Smt. Surekha Marandi

01.04.2015-31.03.2016

3

3

Shri Prem Kumar Makkar

01.04.2015-31.03.2016

3

3

3.4 Stakeholders Relationship Committee

Pursuant to the provisions of ears while Listing Agreement and new SEBI (LODR) Regulations, 2015 a Stakeholders Relationship 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) Two Non-Executive Directors as its members with a Non-Executive Director as its Chairman.

The composition of the Committee as on 31st March, 2016 is as under :

(i) Shri Bharatkumar D. Dangar

Chairman of the Committee

(ii) Shri B.B. Joshi

Member

(iii) Shri Maynak K. Mehta Member
(iv) Shri Prem Kumar Makkar Member

The Committee met - 4 - times during the Financial Year 2015-16 on the following dates.

03.06.2015

25.08.2015

30.10.2015

22.01.2016

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

Name of the Director

Period

Meetings Held During Their Tenure

Meetings Attended

Shri Bharatkumar D. Dangar

01.04.2015 to 31.03.2016

4

4

Shri B. B. Joshi

01.04.2015 to 31.03.2016

4

4

Shri Mayank K. Mehta

22.01.2016 to 31.03.2016

-

-

Shri Prem Kumar Makkar

01.04.2015 to 31.03.2016

4

4

Shri Ranjan Dhawan*

01.04.2015 to 30.09.2015

2

1

Shri K.V. Rama Moorthy*

01.04.2015 to 29.08.2015

2

2

* Ceased to be member during the year.

The Committee monitors the issuance of share certificates within a period of -15- days of the date of lodgment for transfer, sub-division, consolidation, renewal, exchange or endorsement 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 01.04.2015

Received during the year

Resolved during the year

Pending as on 31.03.2016

12

7506

7516

2*

*The pending cases as at the end of the year were routine in nature pertaining to the request for issue of duplicate share certificates, in respect of which the necessary formalities were in process. As on date the same stands attended.

Shri M. L. Jain, Deputy General Manager - Company Secretary has been designated as the "Compliance Officer" of the Bank under Regulation 6 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

3.5 Management Committee of the Board (MCB)

In pursuance of Clause 13 of The Nationalized Banks (Management and Miscellaneous Provisions) 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 of high value credit proposals, compromise / writeoff proposals, sanction of capital and revenue expenditure, premises, investments, donations etc.

The Committee consists of Managing Director & CEO, Executive Director (s) and Directors nominated by Government of India under Section 9 (3) (c) and three Directors from amongst those appointed under sub section (e) (f) (h) and (i) of section 9(3) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970.

The composition of the Committee as on 31st March, 2016 is as under:

(i) Shri P. S. Jayakumar

Managing Director & CEO

(ii) Shri B. B. Joshi

Executive Director

(iii) Shri Mayank K. Mehta Executive Director
(iv) Smt. Surekha Marandi Director
(v) Shri Prem Kumar Makkar Director
(vi) Smt. Usha A. Narayanan Director

During the Financial Year 2015-16, the Management Committee of the Board (MCB) met on -21- occasions on the following dates :

25.04.2015

10.05.2015

03.06.2015

15.06.2015

27.06.2015

20.07.2015

12.08.2015

25.08.2015

15.09.2015

29.09.2015

16.10.2015

30.10.2015

01.12.2015

19.12.2015

29.12.2015

13.01.2016

28.01.2016

08.02.2016

25.02.2016

17.03.2016

28.03.2016

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

Name Of The Director

Period

Meetings Held During Their Tenure

Meetings Attended

Shri P. S. Jayakumar

13.10.2015 to 31.03.2016

11

11

Shri Ranjan Dhawan*

01.04.2015 to 30.09.2015

10

10

Shri B. B. Joshi

01.04.2015 to 31.03.2016

21

20

Shri K.V. Rama Moorthy*

01.04.2015 to 29.08.2015

8

7

Smt. Surekha Marandi

01.04.2015 to 31.03.2016

21

18

Shri Prem Kumar Makkar

11.05.2015 to 10.11.2015
15.01.2016 to 31.03.2016

15

13

Dr. R. Narayanaswamy

01.04.2015 to 23.06.2015

4

4

Shri Bharatkumar D. Dangar

01.04.2015 to 23.06.2015
01.08.2015 to 31.01.2016

15

15

Smt. Usha A. Narayanan

15.01.2016 to 31.03.2016

5

5

Shri Mayank K. Mehta

22.01.2016 to 31.03.2016

5

4

*Ceased to be member during the year.

3.6 Credit Approval Committee of The Board (CACB)

In terms of Government of India Gazette Notification No.13/1/2006 dated 5th December, 2011, the Bank has constituted a Credit Approval Committee of the Board (CACB) on 27th February, 2012. The Committee shall exercise the powers of the Board with regard to credit proposals upto Rs. 400.00 crores. The credit proposals which exceed the powers delegated to Managing Director & CEO and which were hitherto considered by the Management Committee of the Board, will now be sanctioned by the CACB. The composition of the Committee as on 31st March, 2016 is as under:

(i)

Shri P. S. Jayakumar

Managing Director & CEO

(ii)

Shri B. B. Joshi

Executive Director

(iii)

Shri Mayank K. Mehta

Executive Director

(iv)

Shri U.C. Singhvi

General Manager (Corp. A/cs & Taxation and CFO)

(v) General Manager/s Dealing with respective credit / treasury functions
(vi) General Manager Risk Management (vacant as on 31.3.2016.)

During the Financial Year 2015-16, the Credit Approval Committee of the Board (CACB) met -20- times on the following dates:

17.04.2015

30.04.2015

08.05.2015

16.05.2015

15.06.2015

27.06.2015

23.07.2015

12.08.2015

25.08.2015

29.08.2015

05.09.2015

27.10.2015

14.12.2015

31.12.2015

01.02.2016

25.02.2016

02.03.2016

10.03.2016

23.03.2016

30.03.2016

The details of attendance of the Directors / Executives at the aforesaid Meetings of the Committee held during their respective tenure are as under:

Name

Director / Executive

Meetings Held During Their Tenure

Meetings Attended

Shri P. S. Jayakumar

Managing Director & CEO

9

9

Shri Ranjan Dhawan*

Executive Director

11

11

Shri B. B. Joshi

Executive Director

20

19

Shri K. V. Rama Moorthy*

Executive Director

10

7

Shri Mayank K. Mehta

Executive Director

6

5

Shri U.C. Singhvi

General Manager

20

17

Shri H.S. Sharma*

General Manager

14

11

*Ceased to be member during the year.

3.7 Risk Management Committee of the Board :

The Bank has constituted a Board level Risk Management Committee to review and evaluate the overall risks assumed by the Bank.

The Committee is headed by Chairman and its composition as on 31st March, 2016 is as under :

(i)

Shri Ravi Venkatesan

Chairman

(ii)

Shri P. S. Jayakumar

Member

(iii)

Shri B. B. Joshi

Member

(iv)

Shri Mayank K. Mehta

Member

(v) Shri Bharatkumar D. Dangar Member

The Committee met - 5 - times during the Financial Year on the following dates:

25.04.2015

15.10.2015

24.11.2015

01.02.2016

18.03.2016

The details of attendance of the directors at the meetings of the Committee held during their respective tenure are as under:

Name Of The Director

Period of membership of the committee

Meetings Held During Their Tenure

Meetings Attended

Shri Ravi Venkatesan

30.10.2015 to 31.03.2016

3

3

Shri P. S. Jayakumar

13.10.2015 to 31.03.2016

4

4

Shri B. B. Joshi

01.04.2015 to 31.03.2016

5

3

Shri Mayank K. Mehta

22.01.2016 to 31.03.2016

2

2

Shri Bharatkumar D. Dangar

01.04.2015 to 31.03.2016

5

5

Shri Ranjan Dhawan *

01.04.2015 to 30.09.2015

1

1

Shri K.V. Rama Moorthy*

01.04.2015 to 29.08.2015

1

1

*Ceased to be member during the year.

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 identify, manage, monitor and control various categories of risks, viz. Credit Risk, Market Risk and Operational Risk. The underlying objective is to ensure continued stability and efficiency in the operations of the Bank, nationally and internationally.

3.8 Customer Service Committees

(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, 2016:

(i)

Shri P S Jayakumar

Managing Director & CEO

(ii)

Shri B. B. Joshi

Executive Director

(iii)

Shri Mayank K Mehta

Executive Director

(iv)

Shri Prem Kumar Makkar

Director

(v) Shri Bharatkumar D. Dangar Director

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 comprises the following:

i. 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.

ii. Review the status of the Awards remaining unimplemented for more than 3 months from the date of Awards and also deficiencies in providing Banking services as observed by the Banking Ombudsman.

iii. 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.

During the Financial Year 2015-16, the Committee met -4- times on the following dates:

03.06.2015

30.09.2015

19.12.2015

28.01.2016

The details of attendance of the Directors are as under:

Name of the Director

Period

Meetings Held During Their Tenure

Meetings Attended

Shri P S Jayakumar

13.10.2015 to 31.03.2016

2

2

Shri Ranjan Dhawan *

01.04.2015 to 30.09.2015

2

2

Shri B. B. Joshi

01.04.2015 to 31.03.2016

4

4

Shri K. V. Rama Moorthy*

01.04.2015 to 29.08.2015

1

1

Shri Prem Kumar Makkar

01.04.2015 to 31.03.2016

4

2

Shri Bharatkumar D. Dangar 01.04.2015 to 31.03.2016 4 4
*Ceased to be member during the year.

(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 three other eminent public personalities as members along with all the Executive Directors and four General Managers of the Bank, as per the guidelines of Reserve Bank of India.

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 the processes taking into account technological developments, and (v) suggest appropriate initiatives to facilitate change on an ongoing basis.

3.9 Committee of Directors

A Committee of Directors consisting of Managing Director & CEO 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 / non-vigilance disciplinary cases and departmental enquiries.

The composition of the Committee as on 31st March, 2016 is as under:

(i)

Shri P S Jayakumar

MD & CEO

(ii)

Shri Mohammad Mustafa

Member

(iii)

Smt. Surekha Marandi

Member

The Committee met -4- times during the Financial Year 2015-16 on the following dates:

28.4.2015 & 29.4.2015

21.08.2015

22.12.2015

18.03.2016

The details of attendance of directors are as under :

Name of the Director

Period

Meetings Held During Their Tenure

Meetings Attended

Shri Ranjan Dhawan*

01.04.2015 to 30.09.2015

2

2

Shri Mohammad Mustafa

01.04.2015 to 31.03.2016

4

2

Smt. Surekha Marandi

01.04.2015 to 31.03.2016

4

4

Shri B.B. Joshi

01.04.2015 to 31.03.2016

1

1

Shri P S Jayakumar

13.10.2015 to 31.03.2016

2

2

*Ceased to be member during the year.

3.10 Committee on High Value Frauds

As per RBI circular no. RBI/2004.15/.DBS.FGV(F) No.1004/23.04.01A/2003-04 dated 14th January, 2004 a Special Committee of the Board for monitoring high value frauds of Rs. 1.00 crore and above has been formed in our Bank.

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 efficacy of 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 Committee consists of -5- members of the Board of Directors: (a) Managing Director & CEO (b) Two members from ACB and (c) Two other members from the Board, excluding RBI Nominee.

The composition of the Committee as on 31st March, 2016 is as under:

(i)

Shri Ravi Venkatesan

Chairman

(ii)

Shri P S Jaya Kumar

MD & CEO

(iii)

Shri Mohammad Mustafa

Member

(iv)

Dr. R. Narayanaswamy

Member

(v) Shri Prem Kumar Makkar Member

The Committee met -5 - times during the Financial Year 2015- 16 as per the details below:

29.07.2015

05.11.2015

22.12.2015

01.02.2016

18.03.2016

The details of attendance of directors are as under:

Name of the Director

Period

Meetings Held During Their Tenure

Meetings Attended

Shri Ranjan Dhawan*

01.04.2015-30.09.2015

1

1

Shri Mohammad Mustafa

01.04.2015-31.03.2016

5

0

Dr. R. Narayanaswamy

01.04.2015-31.03.2016

5

5

Shri Prem Kumar Makkar

01.04.2015-31.03.2016

5

4

Shri Ravi Venkatesan

14.08.2015-31.03.2016

3

3

Shri P S Jaya Kumar

13.10.2015-31.03.2016

4

4

*Ceased to be member during the year.

3.11 IT Strategy Committee of the Bank

In accordance with the recommendations of Reserve Bank of India Working Group on Information Security, Electronic Banking, Technology Risk Management & Cyber Frauds, the Bank at its Board meeting held on 27th February, 2012, constituted an IT Strategy Committee.

The composition of the committee as on 31.03.2016 is as under:-

Sr. No. Name Designation

1

Shri Bharatkumar D. Dangar

Chairman of the Committee

2

Shri B. B. Joshi

Executive Director

3

Shri Mayank K. Mehta (w.e.f. 22.01.16)

Executive Director

4

Shri Prem Kumar Makkar

Director (Non-Executive)

5 Dr. Deepak B. Phatak External IT Expert
6 Shri S. S. Ghag General Manager (IT & DWH) - Convenor of the meeting

The Committee met three times during the Financial Year 2015-16 as per the details below:

10.07.2015

22.01.2016

19.03.2016

The details of attendance of Directors and External IT Expert are as under:

Name

Meetings held during their tenure

Meetings Attended

Shri Bharatkumar D. Dangar

3

3

Shri B. B. Joshi

3

2

Shri K V Rama Moorthy*

1

1

Shri Mayank K. Mehta

1

1

Shri Prem Kumar Makkar

3

3

Dr. Deepak B. Phatak

3

1

*Ceased to be member during the year.

The quorum of the Committee is three members comprising Chairman of the Committee, one Executive Director and General Manager(IT) and out of three members, one member should have substantial IT expertise as per the recommendation of the RBI (Reserve Bank of India) Working Group on Information Security, Electronic Banking, Technology Risk Management & Cyber Frauds.

Shri K Venkata Rama Moorthy, member of IT Strategy Committee has completed his tenure as Executive Directors on Bank's Board and accordingly IT Strategy Committee was reconstituted. Shri Mayank K. Mehta was appointed as new Executive director and was added as the member of the Committee.

3.12 Committee for Monitoring of Recovery

In terms of the guidelines received from Department of Financial Services, Ministry of Finance, Government of India, vide its letter no. F.No.7/2/2015-Recovery dated 1st January, 2016 and in order to have a robust monitoring mechanism for recovery, the Board reconstituted a committee of the Board, consisting of the Managing Director & CEO, Executive Directors and Government Nominee Director, Chief General Manager (Large Corporate Banking), General Manager (Credit Monitoring department) and General Manager (NPA Recovery, ASCROM & Legal) (Convener) to monitor the progress in recovery on regular intervals.

Accordingly the Committee was reconstituted at the Board Meeting held on 13th February, 2016

The composition of the committee as on 31st March, 2016 is as under:

1

Shri P. S. Jayakumar (w.e.f. 13.10.2015)

Managing Director & CEO

2

Shri B.B.Joshi

Executive Director

3

Shri Mayank K. Mehta (w.e.f. 22.01.2016)

Executive Director

4

Shri Mohammad Mustafa

Nominee Director of Government of India

5 Shri. K N Manavi Chief General Manager (Large Corporate Banking)
6 Shri. M V Deshpande General Manager (Credit Monitoring Department)
7 Shri R L Guttikar (Convener) General Manager (NPA Recovery, ASCROM & Legal)

This committee met on 21.08.2015 and 17.03.2016.

The details of attendance of directors during the period 01.04.2015 to 31.03.2016 are as under:

Name

Period

Meetings held during their tenure

Meetings Attended

Shri Ranjan Dhawan*

01.04.2015-30.09.2015

1

1

Shri B. B. Joshi

01.04.2015-31.03.2015

2

2

Shri P. S.Jayakumar

13.10.2015-31.03.2016

1

1

Shri Mayanka K. Mehta

22.01.2016-31.03.2016

1

1

Shri Mohammad Mustafa

01.04.2015-31.03.2015

2

1

*Ceased to be member during the year.

3.13 Shares/Bonds Transfer Committee:

Besides the Stakeholders' Relationship Committee, the Bank has pursuant to Regulations 20 of SEBI (LODR) Regulations, 2015 constituted a Shares/Bonds Transfer Committee comprising of Managing Director & Chief Executive Officer, Executive Directors, two General Managers and Deputy/ Assistant General Manager (Legal) as members. The Committee meets at least once in 15 days to consider and approve transfer / transmission of Shares / Bonds and other issues like issue of duplicate share certificate, deletion of name, change of status, etc. The Committee met on fifty three times during the Financial Year 2015-16, on the following dates:

07.04.2015

15.04.2015

22.04.2015

29.04.2015

11.05.2015

14.05.2015

16.05.2015

22.05.2015

30.05.2015

10.06.2015

16.06.2015

20.06.2015

22.06.2015

01.07.2015

09.07.2015

17.07.2015

24.07.2015

31.07.2015

08.08.2015

13.08.2015

22.08.2015

29.08.2015

07.09.2015

16.09.2015

21.09.2015

24.09.2015

05.10.2015

14.10.2015

20.10.2015

29.10.2015

02.11.2015

09.11.2015

17.11.2015

21.11.2015

03.12.2015

10.12.2015

15.12.2015

19.12.2015

29.12.2015

02.01.2016

11.01.2016

18.01.2016

22.01.2016

01.02.2016

05.02.2016

12.02.2016

23.02.2016

03.03.2016

09.03.2016

11.03.2016

19.03.2016

23.03.2016

31.03.2016

3.14 Strategic Advisory Committee of the Board on HR

In terms of recommendations of Khandelwal Committee on HR Issues of PSBs, Bank's Board in the year 2012 approved constitution of a "Steering Committee of the Board on HR" to discuss various matters/issues related to Human Resources.

Keeping in view the various changes in recent past, the Board of Directors at its meeting held on 13th February 2016 renamed the Steering Committee as "Strategic Advisory Committee of the Board on HR" and reconstituted the same with following members :

1

Managing Director & CEO

Shri P. S. Jayakumar

2

Executive Director incharge of HRM

Shri B. B. Joshi

3

Non-Executive Director

Shri Prem Kumar Makkar

4

-2- Outside Professionals

No meeting of the Committee was held during the year 2015- 16.

3.15 Committee to support candidates for election of Shareholder Directors for Banks & FIs

In terms of the guidelines received from Department of Financial Services, Ministry of Finance, Government of India, New Delhi, vide letter No.16/11/2012-BO-I dated 3rd April, 2012, a committee of the Board, for supporting candidates for election of Share Holder Directors in Financial Institutions and Public sector Insurance Companies in which our Bank has equity shareholding was constituted.

The composition of the Committee as on 31st March, 2016 is as under:

  1. Shri P. S. Jayakumar - Managing Director & CEO

  2. Shri B. B. Joshi - Executive Director

  3. Shri Mayank K Mehta - Executive Director

  4. Dr. R. Narayanaswamy - Director

  5. Shri Bharatkumar D. Dangar - Director

No case was referred to the Committee during the year.

4 REMUNERATION OF DIRECTORS

The remuneration including travelling and halting expenses to Non-Executive Directors 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 Managing Director & CEO and Executive Directors (whole time directors) are being paid remuneration by way of salary as per rules framed by the Government of India. At present the Bank has no Stock Option Scheme. The details of remuneration paid to the Managing Director & CEO and Executive Director/s is detailed below:

A. Salary paid during the Financial Year 2015-16:

Sr. No.

Name

Designation

Amount (Rs)

1

Shri P.S. Jayakumar

Managing Director & CEO (w.e.f. 13.10.2015)

11,11,975/-

2

Shri B.B. Joshi

Executive Director

20,70,397/-

3

Shri Mayank K. Mehta

Executive Director (w.e.f. 22.01.2016)

3,35,420/-

4

Shri K V. Rama Moorthy

Executive Director (up to 28.08.2015)

7,68,620/-

5

Shri Ranjan Dhawan

Executive Director (Up to 30.09.2015)

17,41,686/-

B. Performance Linked Incentives paid during 2015-16: (for FY 2014-15): Nil

C. Sitting Fee paid to Non-executive Directors:

The Sitting Fee paid to the Non-Executive Directors as per the provisions of Nationalized Banks (Management & Miscellaneous Provisions) Scheme 1970, read with government guidelines. Details of sitting fee paid during the Year 2015-16 are as under (No sitting fee is payable to Whole Time Directors and Directors representing Government of India & RBI):

Sr. No.

Name of the Director

Amount (Rs)

1

Shri Prem Kumar Makkar

4,70,000/-

2

Shri Bharatkumar D. Dangar

6,10,000/-

3

Dr. R. Narayanaswamy

4,30,000/-

4

Smt. Usha A. Narayanan

1,40,000/-

5. GENERAL BODY MEETINGS

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

Nature of Meeting Date & Time Venue Purpose
17th Annual General Meeting 26th June, 2013 at 10.30 a.m. Sir Sayajirao Nagargriha,
Vadodara Mahanagar Seva
Sadan, Bank of Baroda T.P.-1,
F.P. 549/1, Near GEB Colony
Old Padra Road, Akota,
Vadodara – 390 020
To discuss, approve and adopt the Balance Sheet of the Bank as at 31st March 2013, Profit and Loss Account for the year ended 31st March 2013 the report of the Board of Directors on the working and activities of the Bank for the period covered by the accounts and the Auditor's Report on the Balance Sheet and Accounts and to declare dividend for the year 2012- 13. There was no agenda requiring Special Resolution.
Extra Ordinary General Meeting 15th January, 2014 at 10.00 a.m. Sir Sayajirao Nagargriha,
Vadodara Mahanagar Seva
Sadan, Bank of Baroda T.P.-1,
F.P. 549/1, Near GEB Colony,
Old Padra Road, Akota,
Vadodara – 390 020
To seek approval of the Shareholders by Special Resolution to create, offer, issue and allot upto 81,58,784 equity shares to Government of India on preferential basis in terms of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009.
18th Annual General Meeting 25th June, 2014 at 10.30 a.m Sir Sayajirao Nagargriha,
Vadodara Mahanagar Seva
Sadan, Bank of Baroda T.P.-1,
F.P. 549/1, Near GEB Colony,
Old Padra Road, Akota,
Vadodara – 390 020
To discuss, approve and adopt the Balance Sheet of the Bank as at 31st March 2014, Profit and Loss Account for the year ended 31st March 2014 the report of the Board of Directors on the working and activities of the Bank for the period covered by the accounts and the Auditor's Report on the Balance Sheet and Accounts and to declare dividend for the year 2013- 14. There was no agenda requiring Special Resolution.
Extra Ordinary General Meeting 26th March, 2015 at 10.00 a.m. Sir Sayajirao Nagargriha,
Vadodara Mahanagar Seva
Sadan, Bank of Baroda T.P.-1,
F.P. 549/1, Near GEB Colony,
Old Padra Road, Akota,
Vadodara – 390 020
To seek approval of the Shareholders by Special Resolution to create, offer, issue and allot upto 6,44,20,471 equity shares to Government of India on preferential basis in terms of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009.
19th Annual General Meeting 24th June, 2015 at 10.30 a.m Sir Sayajirao Nagargriha,
Vadodara Mahanagar Seva
Sadan, Bank of Baroda T.P.-1,
F.P. 549/1, Near GEB Colony,
Old Padra Road, Akota,
Vadodara – 390 020
To discuss, approve and adopt the Balance Sheet of the Bank as on 31st March 2015 etc., and matters related thereto and to declare dividend for the year 2014- 15. There was no agenda requiring Special Resolution.
Extra Ordinary General Meeting 28th September 2015 at 10.30 a.m. Sir Sayajirao Nagargriha,
Vadodara Mahanagar Seva
Sadan, Bank of Baroda T.P.-1,
F.P. 549/1, Near GEB Colony,
Old Padra Road, Akota,
Vadodara – 390 020
To seek approval of the Shareholders by Special Resolution to create, offer, issue and allot upto 9,26,63,692 equity shares to Government of India on preferential basis in terms of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009.

6. MEANS OF COMMUNICATION

The Bank recognizes the need for keeping its members and stakeholders informed of the events of their interests through present means of communication.

The financial results of the Bank are submitted to the stock exchanges, where the securities of the Bank are listed, immediately after the conclusion of the Board Meeting approving the same. The results are also published in at least one English language national daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the Bank is situated i.e. Gujarat (in Gujarati). The Bank furnishes results to the Shareholders on Half Yearly basis. The Bank also organizes analysts'-meets, press conferences etc. for announcing Bank's financial results and its future plans.

The Quarterly / Year to Date / Annual Financial Results of the Bank as well as the copy of presentation made to Analysts and other official news are posted on the Bank's Website - http://www.bankofbaroda.co.in. The live web cast of presentation made to Analysts' Meet is made accessible from links uploaded in the website and the archived webcast is also available in the website for 30 days.

7. FINANCIAL CALENDAR

Financial Year

1st April, 2015 to 31st March, 2016

Board Meeting for considering of Accounts (Standalone & Consolidated)

13th May 2016

Date, Time & Venue of the 20th AGM

24th June 2016 At 12.00 Noon.

Sir Sayaji Rao Nagargriha, Vadodara Mahanagar Seva Sadan, T. P. - 1, F. P. 549/1, Near GEB Colony, Old Padra Road, Akota, Vadodara - 390 020

Book Closure Dates

18th June 2016 to 24th June 2016 (Both days inclusive)

Last Date for receipt of Proxy Forms

18th June 2016 (Till 5.00 p.m.)

Dividend Payment Date

NIL

8. SHAREHOLDERS’ INFORMATION

The Bank’s shares are listed on the following major Stock Exchanges in India:

B S E Ltd.,
Phiroze Jeejeebhoy Towers, 25th Floor,
Dalal Street, Fort, Mumbai - 400 001
BSE CODE : 532134

National Stock Exchange of India Ltd.,
"Exchange Plaza", Bandra Kurla Complex,
Bandra,(East), Mumbai - 400 051
NSE CODE : BANKBARODA

The annual listing fees in respect of all the securities listed with the exchange(s) have been paid till 31.03.2017.

9. SHARE PRICE, VOLUME OF SHARES TRADED IN STOCK EXCHANGES AND INDEX DATA

a. Share Price, Volume of Shares Traded in Stock Exchanges (From 01.04.2015 to 31.03.2016) (Equity Share of the Face Value of Rs. 2/- each)

National Stock Exchange of India Limited (NSE) BSE LTD. (Bombay Stock Exchange)
Highest (Rs.) Lowest (Rs.) Volume Traded (Nos.) Highest (Rs.) Lowest (Rs.) Volume (Nos.)
APR 2015 182.90 162.05 79087771 182.80 162.20 11800276
MAY 2015 172.65 142.70 165880042 172.75 142.80 24260902
JUN 2015 165.50 137.15 115130630 165.65 137.50 14573225
JUL 2015 179.40 144.05 124446581 179.80 144.20 11361609
AUG 2015 216.30 172.45 277057062 216.25 172.50 23458039
SEP 2015 196.25 164.85 170845640 196.15 165.00 17747711
OCT 2015 191.00 159.55 121334266 190.90 159.70 13744633
NOV 2015 182.50 140.10 129689928 182.45 143.55 13920089
DEC 2015 180.80 150.45 95712687 180.80 150.80 7120362
JAN 2016 159.90 118.05 138124125 160.00 118.20 19848469
FEB 2016 146.25 109.35 314894335 146.10 109.45 42071357
MAR 2016 152.10 133.00 220520529 152.05 133.00 21867165

b. Index Data from April 2015 to March 2016 (Monthly Closing Values)

Date S&P CNX NIFTY BANK NIFTY BOB NSE (Equity Share of FV of Rs. 2/- each) BSE SENSEX BANKEX BOB BSE (Equity Share of FV of Rs. 2/- each)
30.04.2015 8181.50 18338.10 169.00 27011.31 21030.88 168.95
29.05.2015 8433.65 18721.35 162.60 27828.44 21511.65 162.55
30.06.2015 8368.50 18296.10 144.15 27780.83 20982.18 144.20
31.07.2015 8532.85 18729.85 177.50 28114.56 21499.24 177.40
31.08.2015 7971.30 17146.55 184.75 26283.09 19637.15 184.65
30.09.2015 7948.90 17216.30 183.20 26154.83 19681.55 183.30
30.10.2015 8065.80 17354.50 160.20 26656.83 19773.88 160.30
30.11.2015 7935.25 17430.40 179.90 26145.67 19916.30 179.85
31.12.2015 7946.35 16922.20 156.65 26117.54 19328.74 158.45
29.01.2016 7563.55 15522.40 125.40 24870.69 17603.89 125.80
29.02.2016 6987.05 13946.40 131.90 23002.00 15814.82 132.00
31.03.2016 7738.40 16141.65 147.00 25341.86 18391.96 147.10

10. REGISTRAR & SHARE TRANSFER AGENT, SHARE TRANSFER SYSTEM AND REDRESSAL OF INVESTORS' GRIEVANCES

The Bank has appointed Karvy Computershare Private Limited as its Registrars and Share Transfer Agent (RTA) with a mandate to process transfer of Shares / Bonds, dividend / interest payments, recording of Shareholders' requests, solution of investors' grievances amongst other activities connected with the issue of Shares / Bonds. The Investors may lodge their transfer deeds / requests / complaints with the RTA at following address:

Karvy Computershare Private Limited
(Unit: Bank of Baroda)
Karvy Selenium Tower B, Plot No.31 & 32
Gachibowli, Financial District
Nanakramguda, Serilingampally,
Hyderabad - 500 032
Phone: (040) 67162222
Fax: (040) 23420814
E Mail: einward.ris@karvy.com

For privately placed Bonds, the Bank has also appointed Debenture Trustee as follows:

IDBI Trusteeship Services Ltd.
Asian Building, Ground Floor,
17, R Kamani Marg, Ballard Estate
Mumbai – 400 001
Tel: (022) 40807000
Fax: (022) 66311776 / 40807080
Email: itsl@idbitrustee.com

The Bank has also established Investors' Services Department, headed by the Company Secretary in the rank of Dy. General Manager at Corporate Office, Mumbai wherein Shareholders can mail their requests / complaints for resolution at the address given below. They can also send their complaints/requests at the address given below at Head Office, Vadodara:

Bank of Baroda
Investors' Services Department
3rd Floor, Baroda Corporate Centre
C-26, G-Block, Bandra-Kurla Complex
Bandra (East), Mumbai - 400 051
Telephone : (022) 6698 5812/5846
Fax : (022) 2652 6660
E – mail : investorservices@bankofbaroda.com
(The aforesaid e-mail ID is exclusively designated for investors' complaints pursuant to Regulation 6(2)(d) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015. Further, Shareholders who wish to ask questions to the Board of Directors of the Bank can mail their questions at - shareholedrdirectors@bankofbaroda.com

Bank of Baroda
Chief Manager,
Customer Service,
8th Floor, Suraj Plaza - I,
Sayajiganj,
Vadodara 390 005
Telephone : (0265) 2361724
Fax No. : (0265) 2361824
E–mail: customerservice@bankofbaroda.com

The Bank ensures that all transfers of Shares are duly affected within a period of -15- days from the date of their lodgment. The Board has constituted Stakeholders' Relationship Committee to monitor and review the progress in redressal of general shareholders' and investors' grievances and Shares/Bonds Transfer Committee to consider transfer of Shares and Bonds and other related matters. The Committees meet at regular intervals and review the status of Investors' Grievances.

11. DISTRIBUTION OF SHAREHOLDING

a. Shareholding Pattern as on 31st March 2016

Sr. No.

Description

No. of Shareholders

Shares

% to Equity

1.

GOVERNMENT OF INDIA

1

1,36,49,40,578

59.24%

2.

INSURANCE COMPANIES

49

29,03,38,853

12.60%

3.

MUTUAL FUND & UTI

210

22,24,04,562

9.65%

4.

FII & FPI

269

26,37,71,697

11.45%

5.

RESIDENT INDIVIDUALS

287009

11,06,95,768

4.81%

6.

BODIES CORPORATES

1973

2,97,58,118

1.29%

7.

NON RESIDENT INDIANS

4073

95,62,911

0.42%

8.

TRUSTS

39

65,17,450

0.28%

9.

BANKS, NBFC & INDIAN FINANCIAL INSTI.

30

21,71,925

0.09%

10.

CLEARING MEMBERS

410

38,82,736

0.17%

11.

OVERSEAS CORPORATE BODIES

3

1,10,000

0.00%

12.

FOREIGN NATIONALS

1

5,000

0.00%

TOTAL 294067 2,30,41,59,598 100.00%

b. Distribution Of Shareholders - Category Wise as on 31st March 2016

Sr. No.

Category

No. of Cases

% of Cases

Amount

% Amount

1

upto 1 - 5,000

289585

98.48

19,15,64,424

4.16

2

5,001 - 10,000

2571

0.87

1,98,32,972

0.43

3

10,001 - 20,000

848

0.29

1,28,59,356

0.28

4

20,001 - 30,000

247

0.08

63,19,970

0.14

5

30,001 - 40,000

112

0.04

40,48,196

0.09

6

40,001 - 50,000

81

0.03

37,86,298

0.08

7

50,001 - 1,00,000

152

0.05

1,13,40,846

0.25

8

1,00,001 & ABOVE

471

0.16

4,35,85,67,134

94.57

Total:

294067

100

4,60,83,19,196

100

c. Geographical (State Wise) Distribution Of Shareholders as on 31st March 2016

Sr. No. STATE CASES SHARES
1 Andhra Pradesh 4657 1983972
2 Arunachal Pradesh 17 6149
3 Assam 1174 342524
4 Bihar 3464 1061377
5 Chandigarh 1010 378804
6 Chattisgarh 1800 883839
7 Delhi 13845 1372950400
8 Goa 2024 1507165
9 Gujarat 64043 27183750
10 Haryana 4456 1611762
11 Himachal Pradesh 553 142059
12 Jammu and Kashmir 459 134547
13 Jharkhand 2961 710232
14 Karnataka 14383 4697088
15 Kerala 6060 2450005
16 Madhya Pradesh 6943 2754496
17 Maharashtra 78159 835054170
18 Meghalaya 129 65956
19 Mizoram 3 345
20 Nagaland 123 116679
21 Orissa 2492 682181
22 Others 4264 7546155
23 Punjab 3083 1258143
24 Rajasthan 14673 6273217
25 Tamil Nadu 19461 14447741
26 Telangana 6947 3656595
27 Tripura 206 89458
28 Uttar Pradesh 17517 6849644
29 Uttarakhand 2680 1088549
30 West Bengal 16481 8232596
Total 294067 2304159598

d. Dematerialization of Securities:

The shares of the Bank are under compulsory demat list of SEBI and the Bank has entered in to Agreements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of Bank's shares. Shareholders can get their shares dematerialized with either NSDL or CDSL.

As on March 31, 2016 the Bank has following number of Equity Shares in physical and dematerialized form, as per the detail given below:

Sr. No.

Nature of holding

No. of Cases

No. of Shares

Percentage %

1

Physical

44,920

3,47,12,717

1.51

2

NSDL

1,64,398

87,27,16,223

37.87

3

CDSL

84,749

139,67,30,658

60.62

Total:

2,94,067

230,41,59,598

100.00

The Bank had forfeited 1,36,91,500 equity shares (27,38,300 shares before sub-division) in the year 2003 and out of the same 24000 equity shares (4800 shares before sub-division) were annulled up to 31st March 2015.

12. STATUS OF SHARES LYING IN ESCROW/SUSPENSE ACCOUNT AS ON 31st MARCH, 2016

a. Status of shares lying in Suspense A/c (Physical Shares - returned undelivered)

Opening Balance as on 01.04.2015 No. of requests received during the Financial Year 2015-16 Shares debited during the Financial Year 2015-16 Closing Balance as on 31st March 2016
No. of Shareholders No. of Shares No. of Shareholders No. of Shareholders No. of Shares No. of Shareholders No. of Shares
73 87,500 3 3 1,500 70 86,000

b. Status of shares lying in Escrow / Suspense A/c (Demat Shares - returned undelivered)

Opening Balance as on 01.04.2015 No. of requests received during the Financial Year 2015-16 Shares debited during the Financial Year 2015-16 Closing Balance as on 31st March 2016
No. of Shareholders No. of Shares No. of Shareholders No. of Shareholders No. of Shares No. of Shareholders No. of Shares
162 95,680 3 3 1,580 159 94,100

We confirm that the voting rights on the shares stated at the last column of table (a) and (b) above shall remain frozen till the rightful owner of such shares claims the shares.

13. DIVIDEND / INTEREST PAYMENT THROUGH ELECTRONIC MODES

The Bank is paying Dividend on Shares / Interest on Bonds to the Investors through various electronic modes, wherever mandate is given by the investors. For the purpose, the Bank is using the services of National Automated Clearing House (NACH), National Electronic Clearing Services (NECS), RTGS, NEFT & Direct Credit etc.

Investors may lodge their mandate with Bank's Registrar & Share Transfer Agent i.e. Karvy Computershare Pvt. Ltd., at the address given in this report.

14. DISCLOSURES

a) There is no materially significant Related Party Transaction that has potential conflict with interests of the Bank at large. The Related Party Transactions are disclosed in the Notes on Accounts in compliance with RBI Guidelines in this regard.

b) There is no non-compliance by the Bank in respect of Regulations/ Guidelines issued SEBI / Stock Exchanges / any Statutory Authority on any matter related to capital markets during the last 3 years and as such no penalties / strictures imposed on the Bank.

c) The Bank follows "Whistle Blower Policy Guidelines" of Govt. of India Resolution on Public Interest Disclosure & Protection of Informer (PIDPI). The said Policy Guidelines are available on the Bank's website. No personnel has been denied access to the audit committee.

d) We confirm the compliance of the requirement of Corporate Governance Report of sub-paras (2) to (10) of Schedule V of SEBI Listing Regulations.

e) All the Directors have disclosed that they have no relationship inter-se as on 31st March 2016.

f) The Bank has not traded in Commodities during the FY 2015-16 and hence the information on, "Commodity Price Risks & Commodities Hedging Activities" is Nil.

g) Following disclosures pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e. SEBI Listing Regulations, can be viewed / downloaded by the shareholders at the link: "http://www.bankofbaroda.com/fin/SEBI.asp"

i. Disclosures about familiarization programme for the Independent Directors

ii. Whistle Blower Policy.

iii. Policy on Related Party Transactions and Material Subsidiaries.

15. MANDATORY AND NON-MANDATORY REQUIREMENTS

The Bank has complied with all the applicable mandatory requirements as provided in SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

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

Sr. No. Non-mandatory requirements Status of Implementation
1. The Board
A non-executive chairperson may be entitled to maintain a chairperson's office at the listed entity's expense and also allowed reimbursement of expenses incurred in performance of his duties.
The composition of the Board of Directors of the Bank is governed through "Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970, where all the Directors are appointed / nominated by Government of India except Directors to be elected from amongst Shareholders other than Central Government u/s 9(3)(i) of the Act. The Government of India has appointed Shri Ravi Venkatesan as Non-Executive Chairman of the Board w.e.f.14.08.2015. (Ref Para 2(a) of the Report)
2. Shareholder Rights
A half-yearly declaration of financial performance including summary of the significant events in last six-months, may be sent to each household of shareholders
The Bank has already sent communication of MD & CEO along with the copy of half-yearly financial results for the half year ended 30.09.2015 (FY 2015-16) including summary of significant developments during last six months to each shareholder by post / e-mail. The financial results are also posted on Bank's website.
3. Audit Qualifications
Company may move towards a regime of unqualified financial statements.
There is no qualification in Auditors report of the Bank.
4. Separate posts of chairperson and chief executive officer
The listed entity may appoint separate persons to the post of chairperson and managing director or chief executive officer.
The composition of the Board of Directors of the Bank is governed through "Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970, as stated above at Sr.No.-1. The Government of India has appointed Shri Ravi Venkatesan as Non-Executive Chairman of the Board w.e.f.14.08.2015 and Shri P. S. Jayakumar as MD & CEO (Whole-time Director) w.e.f. 13.10.2015. (Ref Para 2(a) of the Report.)
5. Reporting of Internal Auditor
The Internal Auditor may report directly to the Audit Committee.
The composition & terms of reference of the Audit Committee of the Board inter-alia covering Internal Audit function is governed through the guidelines / circulars issued by the Regulator i.e. Reserve Bank of India, which the Bank comply.

16. DISCLOSURE OF THE COMPLIANCE WITH CORPORATE GOVERNANCE REQUIREMENTS

Regu No. Title / Brief description Compliance Status
17 Board of Directors
The Composition & terms of reference of Board of Directors of Bank of Baroda is governed through "Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970" i.e. the Act, meaning thereby the provision of the Companies Act, 1956/2013 in this regard are Not Applicable. All the Directors, except 3 directors elected amongst the Shareholders' other than Central Government pursuant to Section 9(3)(i) of the Act, are appointed / Nominated by Government of India pursuant to the provisions under Section 9(3) of the Act. The Bank is regulated by Reserve Bank of India.(Ref. para 2(a) of the Report)
18 Audit Committee
The composition & terms of reference of the Audit Committee of the Board of Bank of Baroda is governed through RBI's directives / guidelines, which are complied with. (Ref. para 3.1 of the Report)
19 Nomination and remuneration committee
The Bank has 2 separate committees namely Nomination Committee and Remuneration Committee, the composition and terms of reference of which are governed through RBI directives and GOI directives respectively. (Ref. para 3.3 and 3.2 of the Report for Nomination Committee and Remuneration Committee respectively)
20 Stakeholders Relationship Committee
Complied with
21 Risk Management Committee
Complied with
22 Vigil Mechanism
Complied with
23 Related party transactions
Complied with
24 Corporate governance requirements with respect to subsidiary of listed entity
Complied with
25 Obligations with respect to independent directors
As per Regulation 17, as above.
26 Obligations with respect to directors and senior management
Complied with
27 Other corporate governance requirements
Complied with
46 (2) (b)to(i) Website
Complied with

17. GREEN INITIATIVE UNDER CORPORATE GOVERNANCE

  1. The shareholders having shares in physical form are requested to register their e-mail ids with us or our Registrars, at the address given elsewhere in this report, to enable us to serve any document, notice, communication, annual reports etc. through e-mail.

  2. The shareholders holding shares in Demat form are requested to register their e-mail ID with their respective Depository Participant for the above purpose.

18. TRANSPARENCY & COMPLIANCE OFFICER

Further following additional functions also enhance Bank's commitment to more & more disclosures and compliance under corporate Governance mechanism of the Bank.

18.1 Transparency Officer

As per the directions of Central Information Commissioner (CIC), Bank has appointed one of the Senior Officers as Transparency Officer since February 2011. The Transparency Officer is responsible for the following.

  • To oversee the implementation of the Section 4 of Right to Information (RTI) Act detailing with obligations of public authorities and to apprise the top management of its progress.

  • To be the interface for the CIC regarding the progress in implementation of RTI Act

  • Help promote congenial conditions for positive and timely response to RTI-request by Central Public Information Officers (CPIOs), deemed-CPIOs.

  • To be a contact point for the public in all RTI-related matters.

The Bank has uploaded all the information as directed in the specified format on its website and this information is updated from time to time.

18.2 Compliance Function

The Bank has put in place a board approved Compliance Policy outlining the compliance philosophy of the Bank based upon the directions of Reserve Bank of India on Compliance Function in Banks. The said Policy is the foundation on which all Compliance Function of the Bank is based. Compliance Function in the Bank is an integral part of governance along with internal control and compliance risk management process supported by a healthy compliance culture in the Bank.

Compliance Function ensures observance of statutory provisions contained in various legislations viz. Banking Regulation Act, Reserve Bank of India Act, Foreign Exchange Management Act, Securities and Exchange Board of India Act and Prevention of Money Laundering Act and also the regulations of the various Regulators where the Bank is having its Offices / Branches in overseas centres. It also ensures Standards and Codes prescribed by BCSBI (Banking Codes and Standard Board of India, IBA (Indian Banks Association), FEDAI (Foreign Exchange Dealers Association of India), FIMMDA (Fixed Income Money Market and Derivatives Association of India).

19. CORPORATE GOVERNANCE RATING

Bank of Baroda is the first Public Sector Bank having been assigned a rating to its Corporate Governance Practices by ICRA Limited. The ICRA had assigned the rating of 'CGR2' (pronounced as CGR 2) on a rating scale of CGR1 to CGR6 where CGR1 denotes the highest rating, in July 2004, which has been reaffirmed in February 2006, September 2007, April 2010, March 2011, April 2013, March 2014 and June 2015 respectively and presently is in force. The CGR2 rating implies that in ICRA's current opinion, the Bank has adopted and follows such practices, convention and codes as would provide its financial stakeholders including the depositors, a high level of assurance on the quality of Corporate Governance. The rating reflects Bank's transparent ownership structure, well-defined executive management structure, satisfactory risk management practices, transparency in appointment and functioning of the Board and Senior Management and an elaborate audit function, carried out both by its Inspection Division and independent audit firms.

20. PROFILE OF DIRECTORS APPOINTED DURING THE FINANCIAL YEAR 2015-16

20.1 Shri Ravi Venkatesan

Name

Shri Ravi Venkatesan

Address

362/A, 6th Main Road,
1st Block,
Koramangala
Opp: Wipro Park,
Bangalore – 560 034

Date of Birth

12th January, 1963

Age

53 Years

Qualifications

1. B.Tech (IIT Mumbai)
2. MS (Purdue University)
3. MBA (Harvard University)

Nature of appointment as Director

Appointed as a Part Time Non-official director as well as Non- Executive Chairman by the Central Government u/s 9(3)(h) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, w.e.f. 14.08.2015 for a period of 3 years or until further orders, whichever is earlier.

Experience

Mr. Ravi Venkatesan is the founder Chairman of Social Venture Partners India, a national network of philanthropists addressing social problems through venture philanthropy. He is a Venture Partner at impact investor Unitus Seed Fund and serves on the boards of Rockefeller Foundation, Infosys Ltd, and Strand Lifesciences. He is the author of an acclaimed book "Conquering the Chaos: Win in India, Win Everywhere" published by Harvard Business Review.

Prior to this, as Chairman of Microsoft India between 2004 and 2011, Mr. Ravi Venkatesan helped build India into Microsoft's second-largest presence in the world. He was instrumental in creating Microsoft India's Project Shiksha, a computer literacy program which has so far trained over 40 million school children in India. Prior to Microsoft, Mr. Ravi Venkatesan was the Chairman of publicly held Cummins India and led its transformation into India's leading provider of engines and power solutions. He helped establish the Cummins College of Engineering, India's first engineering college for women, in Pune.

He was a Baker Scholar. He is a recipient of the Indian Institute of Technology Bombay's Distinguished Alumnus Award and Purdue University's Distinguished Engineering Alumnus Award. He was voted as one of India's best management thinkers by Thinkers50.

Directorship or Committee positions held in Companies

1. Infosys Ltd.
2. Strand Life Sciences Pvt Ltd.
3. Rockefeller Foundation NY
4. Smart Power for Rural Development India Foundation.
5. SVP Philanthropy India Foundation - Founder Chairman.
6 Unitus Seed Fund Advisors LLP

No. of shares of Bank of Baroda held as on 31.03.2016

- Nil

20.2 Shri P. S. Jayakumar

Name

Shri P. S. Jayakumar

Address

803-B, Viveria,
Sane Guruji Marg,
Off Jacob Circle,
Byculla, Mumbai – 400 011

Date of Birth

8th April, 1962

Age

54 Years

Qualifications

M.Com
CA
MBA (XLRI)

Nature of appointment as Director

Appointed as Managing Director & CEO by the Central Government u/s 9(3)(a) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, w.e.f. 13.10.2015 for a period of 3 years or until further orders, whichever is earlier.

Experience

Mr. P. S. Jayakumar, is a Chartered Accountant by qualification and additionally holds a Post Graduate Diploma in Business Management from XLRI Jamshedpur. He also has the distinction of being a Chevening Gurukool Scholar through the London School of Economics and Political Science.

Prior to his appointment as MD & CEO of Bank of Baroda, he was the Cofounder and CEO of VBHC Value Homes Pvt. Ltd., a leader in housing for low and moderate income household from 2009 onwards. He was also the Co-founder and Non-Executive Promoter Director for Home First Finance Company, a housing finance institution regulated by the NHB, focused on financing customers who are not able to access mortgage loans from the banking sector.

He is a career banker and has spent over 23 years in Citibank in India and Singapore starting in 1986. He has contributed to several innovations in retail banking in India. In addition, he was associated with the first asset securitisation in India in 1991 and the first multi-lingual biometric ATM for the financially excluded in 2006.

Mr. Jayakumar has held diverse assignments while at Citibank such as Treasurer - Consumer Bank, Business Development Head covering deposit and lending business, Managing Director for Citifinancial Ltd, Managing Director and Head of Citi bank Consumer Loan for Asia Pacific Countries (covering Indonesia, Philippines, Australia, Thailand, Hong Kong and Korea), Country Head - Citibank Consumer Business and Head of Balance Sheet Management - Asia Pacific. Mr. P. S. Jayakumar has also served as a Board Member in many of Citibank's subsidiaries in India.

Directorship or Committee positions held in Companies

Nil

No. of shares of Bank of Baroda held as on 31.03.2016

14500

20.3 Smt. Usha A. Narayanan

Name

Smt. Usha A. Narayanan

Address

"Narayana"1006,
17th Main, BTM Layout,
1st Stage,
Bangalore – 560 029

Date of Birth

3rd July, 1959

Age

57 Years

Qualifications

B.Com
FCA

Nature of appointment as Director

Declared elected as Shareholder Director under Section 9 (3) (i) of the Banking Companies (Acquisition and Transfer of Undertakings) Act,1970, for a period of 3 years from 12.12.2015 to 11.12.2018.

Experience

Ms. Usha A Narayanan is a Chartered Accountant with over 21 years of Audit experience as Audit Partner with Price Waterhouse from 1992 to 2013. She was one of the first women to be admitted to Partnership in 1997 and has served as Lead Engagement Partner on large Indian listed companies and Indian subsidiaries of multinationals. She is also a qualified Company Secretary.

She has deep knowledge and understanding on assessing business risks and controls, Company Law, Accounting and Auditing standards and their application to business.

She was a member of PW India Assurance Leadership Team for four years from 2009 to 2013 and also led the National Human Capital Function for the Assurance practice.

She is also actively involved in social service.

Directorship or Committee positions held in Companies

SVP Philanthropy Foundation

No. of shares of Bank of Baroda held as on 31.03.2016

500

20.4 Shri Mayank K. Mehta

Name

Shri Mayank K. Mehta

Address

21, Persipolis Apts.,
Somani Marg,
Cuffe Parade,
Mumbai - 400 005

Date of Birth

12.09.1958

Age

57

Qualifications

BSc., CAIIB

Nature of appointment as Director

Appointed as Executive Director by the Central Government u/s 9(3)(a) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, w.e.f. 22.01.2016 for a period upto 30.09.2018 i.e. the date of his attaining the age of superannuation or until further orders, whichever is earlier.

Experience

Shri Mayank K. Mehta was General Manager and Chief Financial Officer (CFO) at Union Bank of India prior to his elevation as Executive Director of Bank of Baroda.

Born on 12th September, 1958, Shri Mayank K. Mehta holds a Bachelors degree in Science and is also a Certificated Associate of Indian Institute of Banking and Finance (CAIIB).

Shri Mayank K. Mehta started his career in Union Bank of India in 1977 and rose to the position of General Manager in October 2012. He has held wide range of responsibilities in various capacities before his elevation as General Manager of Union Bank of India. Mr. Mayank K. Mehta, an expert in International Banking, has also been instrumental in technological development of the Bank and successful implementation of Core Banking Solution of the Bank.

Mr. Mayank K. Mehta was a Director on the Board of Union KBC Asset Management Company Private Limited, the Bank's subsidiary. He was also a Director on the Board of KITCO Limited (formerly Kerala Industrial and Technical Consultancy Organisation Ltd.) between years 2010-12.

Directorship or Committee positions held in Companies

Nil

No. of shares of Bank of Baroda held as on 31.03.2016

Nil

DECLARATION

Declaration of the Managing Director & CEO pursuant to Schedule V - Part (D) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

It is to declare that all the Board Members and Senior Management Personnel of the Bank have affirmed their compliance of the "Bank of Baroda - Code of Conduct for Directors and Senior Management Personnel" for the Financial Year Ended on 31st March, 2016 in accordance with Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The said Code of conduct has been posted on the Bank's website.

For Bank of Baroda

P. S. Jayakumar
Managing Director & CEO

Place: Mumbai
Date : 13th May 2016

Auditors' Certificate on Compliance of Conditions of Corporate Governance - 2015-16:

To:
The Members of Bank of Baroda,

We have examined the compliance of conditions of Corporate Governance by Bank of Baroda, for the year ended 31st March 2016, as stipulated in SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The compliance of conditions of Corporate Governance is the responsibility of management. Our examination was limited to procedures and implementation thereof, adopted by the Bank for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Bank.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Bank has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Regulations.

We state that such compliance is neither an assurance as to the future viability of the Bank nor the efficiency or effectiveness with which the management has conducted the affairs of the Bank.

For Khandelwal Jain & Co For Wahi & Gupta
Chartered Accountants
FRN : 105049W
Chirag Doshi
Partner
M.No: 119079
Chartered Accountants
FRN: 002263N
Y. K. Gupta
Partner
M.No: 016020
     
For S R Goyal & Co
Chartered Accountants
FRN: 001537C
Anurag Goyal
Partner
M.No: 412538
For Rodi Dabir & Co
Chartered Accountants
FRN: 108846W
Dilip G. Rodi
Partner
M.No: 035810

Place: Mumbai
Date: 13th May, 2016



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