Code of Conduct

1. BANK'S PHILOSOPHY ON CODE OF GOVERNANCE :
The Bank shall continue its endeavor to enhance its shareholders’ value by protecting their interest byensuring performance at all levels, and maximizing returns with optimal use of resources in its 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 a 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 best serve the interests of its stakeholders comprising shareholders, customers, Government and society at large.

The Bank is a listed entity, which is not a company but body corporate under Banking Companies (Acquisition and Transfer of ndertakings) Act, 1970 i.e. The Banking Companies Acquisition Act, and is regulated by Reserve Bank of India, and therefore it shall comply with the provisions of Revised Clause 49 of the Listing Agreement entered in to with Stock Exchanges, to the extent it does not violate The Banking Companies Acquisition Act and the Guidelines issued by Reserve Bank of India in this regard.

2. BOARD OF DIRECTORS

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

The composition of Board of Directors of the Bank as on 31st March 2009 is as under:

Sr. No	Name	Position Held	No. of equity shares of the Bank held as on 31.03.2009	No. of member ship in Sub Committees of the Bank	No. of Directorship held in other Companies i.e. Other than the Bank.	No of Membership/ Chairmanship held in Sub Committees of other Companies i.e. Other than the Bank	Remarks (nature of appointment in the Bank & other Companies in which he/she is member
1.	Shri M.D. Mallya	Chairman and Managing Director (Executive)	NIL	6	10	2	Appointed w.e.f. 07.05.2008 by the Central Government u/s 9(3)(a) of the Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970. He is also a Director on the Boards of: (i) Export Import Bank of India (ii) The New India Assurance Co. Ltd (iii) Agricultural Finance Corpn. Ltd. (iv) Baroda Pioneer Asset Management Co. Ltd. (v) Baroda L&G Life Insurance Co. Ltd. (vi) BOBCARDS Ltd. (vii) Bank of Baroda (Botswana) Ltd. (viii) Bank of Baroda (Ghana) Ltd. (ix) Bank of Baroda (Trinidad & Tobago) Ltd. (x) Bank of Baroda (New Zealand Ltd.) He is also a member of the Governing Council of: (i) National Institute of Bank Management (ii) Institute of Banking Personnel Selection (IBPS) (iii) Indian Institute of Banking & Finance He is also a member in the Audit Committee and Investment Committee of New India Assurance Co. Ltd.
2.	Shri Rajiv Kumar Bakshi	Executive Director	Nil	6	2	2	Appointed w.e.f. 06.11.2008 by the Central Government u/s 9(3)(a) of the Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970. He is also a Director on the Boards of : (i) Bank of Baroda (Tanzania) Ltd. (ii) Indo Zambia Bank Limited. He is also member of Loan Review Committee and Audit Committee of Indo Zambia Bank Ltd.
3.
4.	Shri Amitabh Verma IAS	Director (Non Executive) Representing Central Government	Nil	4	2	Nil	Nominated w.e.f.10.06.2008 by the Central Government u/s 9(3)(b) of the Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970. He is also a Director on the Boards of: (i) National Housing Bank (ii) NABARD
5.	Shri A. Somasundaram	Director (Non Executive) Recommended by RBI	Nil	7	Nil	Nil	Nominated w.e.f. 27.02.2007 by the Central Government u/s 9(3)(c) of the Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970.
6.	Shri Milind N Nadkarni	Director (Non Executive) Representing Workmen	390	2	Nil	Nil	Nominated w.e.f. 01.05.2007 by the Central Government u/s 9(3)(e) of the Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970.
7	Shri Ranjit Kumar Chatterjee	Director (Non Executive) Representing Non-workmen	710	1	Nil	Nil	Nominated w.e.f. 20.12.2007 by the Central Government u/s 9(3)(f) of the Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970.
8.	Shri Amarjit Chopra	Director (Non Executive) Has been a Chartered Accountant for not less than 15 years.	100	5	4	2	Nominated w.e.f. 13.10.2006 by the Central Government u/s 9(3)(g) of the Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970. He is also a Director on the Board of following Companies: (i) M/s Rico Auto Ltd. (ii) M/s Roop Auto Motives Ltd. (iii) International Securities Limited He is also member of Audit Committee of Rico Auto Ltd., and Shareholder Grievance Committee of M/s Rico Auto Limited. He is a partner in M/s GSA & Associates. Chartered Accountants.
9.	Dr. Atul Agarwal	Director (Non Executive)	200	4	1	Nil	Nominated w.e.f. 23.11.2007 by the Central Government u/s 9(3)(h) of The Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970. He is also a Director on the Board of M/s Spacetech Advisors (P) Limited.
10.	Dr. Dharmendra Bhandari	Director (Non Executive) Elected from amongst Shareholders, other than Central Government.	600	3	3	1	Elected by shareholders of the Bank other than the Central Government u/s 9((3)(i) of The Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970 at the Extra-ordinary General Meeting held on 23.12.2008 for a period of 3 years from 24.12.2008. He is also a Director on the Boards of: (i) M/s J P Morgan Mutual Fund India Pvt. Ltd. He is also member of Audit Committee of M/s J.P. Morgan Mutual Fund India Pvt. Ltd. He is also a member/Director of the following : (i) M/s Harmony for Silver Foundation (ii) M/s Digital Bridge Foundation He is also a member on the Membership Approval Committee of National Stock Exchange of India Limited. He is a Partner in M/s Anjali Subhash Associates, Chartered Accountants. He has held the position of a Director of the Bank elected by Shareholders other than Central Government w.e.f.16.11.1999 to 15.11.2002 and w.e.f.16.11.2005 to 15.11.2008.
11.	Dr. Deepak B. Phatak	(Non Executive) Elected from amongst Shareholders, other than Central Government.	100	3	1	2	Elected by shareholders of the Bank other than the Central Government u/s 9((3)(i) of The Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970 at the Extra-ordinary General Meeting held on 23.12.2008 for a period of 3 years from 24.12.2008. He is also a Director on the Board of M/s HDFC Asset Management Co. Ltd. He is also a member of Governing Council of: (i) National Insurance Academy, (ii) Institute of Banking Personnel Selection (iii) National Institute of Bank Management. He is also a member of Customer Service committee and Risk Management Committee of M/s HDFC Asset Management Co. Ltd. He also held the position of a Director of the Bank elected by Shareholders other than Central Government w.e.f.16.11.2005 to 15.11.2008.
12.	Shri Maulin A. Vaishnav	Director	125	2	Nill	Nill	Elected by shareholders of the Bank other than the Central Government u/s 9((3)(i) of The Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970 at the Extra Ordinary General Meeting held on 23.12.2008 for a period of 3 years from 24.12.2008. Prior to his election, he was nominated by the Central Government under section 9(3) (h) of the Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970, and ceased to be a Director w.e.f. 28.11.2008 upon his resignation.

Appointments/Cessation of Directors during the year:

(A) Appointed/Nominated by the Central Government:

1. Shri M. D. Mallya - (w.e.f. 07.05.2008)
2. Shri Rajiv Kumar Bakshi- (w.e.f. 06.11.2008)
3. Shri Amitabh Verma (w.e.f. 10.06.2008)

(B) Elected from amongst Shareholders other than Central Government at the EGM held on 23.12.2008:

1. Dr Dharmendra Bhandari (w.e.f. 24.12.2008)
2. Dr Deepak B. Phatak (w.e.f. 24.12.2008)
3. Shri Maulin A. Vaishnav (w.e.f. 24.12.2008)

(C) The following Directors ceased to be Directors during the year.

1. Shri Satish C. Gupta (w.e.f. 06.11.2008 on his appointment as CMD of United Bank of India)
2. Shri G. C. Chaturvedi, IAS (w.e.f. 10.06.2008)
3. Smt. Masarrat Shahid (w.e.f 15.09.2008 on completion of her tenure)
4. Shri Manesh P. Mehta (w.e.f. 15.11.2008 - on completion of his tenure)
5. Dr Dharmendra Bhandari (w.e.f. 15.11.2008 on completion of his tenure)
6. Dr Deepak B. Phatak (w.e.f. 15.11.2008 on completion of his tenure)
7. Shri Maulin A. Vaishnav (w.e.f. 28.11.2008 on his resignation as Govt. nominee Director)

2.2 BOARD MEETINGS:
During the year under review, -16- 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.

19.05.2008	20.05.2008	14.06.2008	21.07.2008
28.07.2008	29.07.2008	30.08.2008	30.09.2008
11.10.2008	25.10.2008	14.11.2008	13.12.2008
28.01.2009	29.01.2009	05.03.2009	26.03.2009

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 the period of their tenure	Meetings attended
Shri M. D. Mallya	07.05.2008 to 31.03.2009	16	16
Shri V. Santhanaraman	01.04.2008 to 31.03.2009	16	16
Shri Satish C. Gupta	01.04.2008 to 06.11.2008	10	10
Shri Rajiv Kumar Bakshi	06.11.2008 to 31.03.2009	6	6
Shri G. C. Chaturvedi	01.04.2008 to 10.06.2008	2	2
Shri Amitabh Verma	10.06.2008 to 31.03.2009	14	6
Shri A. Somasundaram	01.04.2008 to 31.03.2009	16	14
Shri Milind N. Nadkarni	01.04.2008 to 31.03.2009	16	15
Shri Ranjit Kumar Chatterjee	01.04.2008 to 31.03.2009	16	16
Shri Amarjit Chopra	01.04.2008 to 31.03.2009	16	16
Smt. Masarrat Shahid	01.04.2008 to 14.09.2008	7	7
Shri Maulin A. Vaishnav	01.04.2008 to 27.11.2008	11	10
Shri Maulin A. Vaishnav	01.04.2008 to 27.11.2008	4	4
Dr Atul Agarwal	01.04.2008 to 31.03.2009	16	15
Dr Dharmendra Bhandari	01.04.2008 to 15.11.2008	11	5
Dr Dharmendra Bhandari	24.12.2008 to 31.03.2009	4	2
Shri Manesh P. Mehta	01.04.2008 to 15.11.2008	11	10
Dr Deepak B. Phatak	01.04.2008 to 15.11.2008	11	5
Dr Deepak B. Phatak	24.12.2008 to 31.03.2009	4	4

2.3 Code of Conduct:

The Code of Conduct for Board of Directors and Senior Management Personnel i.e. Core Management Team comprising of all General Managers and Departmental Heads, has been approved by the Board of Directors in compliance of Clause 49 of the Listing Agreement with Stock Exchanges. The said Code of Conduct is posted on Bank’s website www.bankofbaroda.com. All the Board Members and Senior Management Personnel have since affirmed the Code of Conduct.

3. Annual General Meeting :

The Annual General Meeting of the shareholders of the Bank was held on 28th July 2008 at Vadodara, where the following Directors were present.

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/SEBI/Government of India guidelines on Corporate Governance and Risk Management. The important Committees of the Board are as under:

• Management Committee of the Board
  
• Audit Committee of Board (ACB)
  
• Shareholders’ / Investors’ Grievances Committee
  
• Share Transfer Committee
  
• Asset Liability Management & Risk Management Committee
  
• Customer Service Committees
  
• Remuneration Committee
  
• Nomination Committee
• Committee of Directors
  
• Committee on Large Value Frauds
  
• Committee for Selection of Consultants

4.1. Management Committee of the Board :

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 loan proposals, compromise/ write-off proposals, sanction of capital and revenue expenditure, premises, investments, donations etc.

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

The composition of the committee as on 31.03.2009 isas under:

1. Shri M.D. Mallya


2. Shri V. Santhanaraman


3. Shri Rajiv Kumar Bakshi


4. Shri A. Somasundaram


5. Shri Milind N. Nadkarni


6. Shri Amarjit Chopra


7. Dr. Atul Agarwal


8. Dr. Deepak B. Phatak

The details of the attendance of the Directors are as detailed below:

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 Committee of the Board comprising of 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, 2009 is as under:

(i)  Shri Amarjit Chopra     Chairman

(ii)  Shri V. Santhanaraman     Member

(iii) Shri Rajiv Kumar Bakshi     Member (Appointed from 06.11.2008)

(iv)  Shri Amitabh Verma     Member

(v)  Shri A. Somasundaram     Member

(vi)  Dr Atul Agarwal      Member (Appointed from 15.11.2008)

During the year 2008-09, the Audit Committee of the Board (ACB) met on ten occasions on the dates given below:

Attendance of members in the Meetings of Audit Committee of the Board held during the year:

Sr.No	Name of the Director	Period	Meetings held during the period of their tenure	Meeting attended
1.	Shri Amarjit Chopra	01.04.2008 to 31.03.2009	10	10
2.	Shri V. Santhanaraman	01.04.2008 to 31.03.2009	10	10
3.	Shri Satish C. Gupta	01.04.2008 to 06.11.2008	8	7
4.	Shri Rajiv Kumar Bakshi	06.11.2008 to 31.03.2009	2	2
5.	Shri G.C. Chaturvedi	01.04.2008 to 10.06.2008	2	1
6.	Shri Amitabh Verma	10.06.2008 to 31.03.2009	8	3
7.	Shri A. Somasundaram	01.04.2008 to 31.03.2009	10	9
7.	Dr Atul Agarwal	15.11.2008 to 31.03.2009	2	2
8.	Dr. Deepak B. Phatak	01.04.2008 to 15.11.2008	8	8

TThe 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 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 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 / Annual Financial Accounts 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:

1. Executive Director (s) and
2. Four other Non-Executive Directors as its members with a Non-Executive Director as its Chairman.

1. Shri V. Santhanaraman
2. Shri Rajiv Kumar Bakshi
3. Shri Milind N. Nadkarni
4. Shri Ranjit Kumar Chatterjee
5. Shri Maulin A. Vaishnav - Chairman
6. Dr. Dharmendra Bhandari

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 or endorsement of calls / allotment money. The Committee further monitors the redressal of investors’ complaints in a time bound manner.

The summary of No. of requests/complaints received and resolved during the year is as under:

*All 13 requests pending 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. The Committee meets at least once in –15- days to effect transfer of Shares / Bonds. The Committee met thirty eight times during the period under review, on the following dates:

4.5. Asset Liability Management & Risk Management Committee:

Bank has constituted a Board level Risk Management Committee known as ‘Sub-Committee of the Board on ALM and Risk Management’ to review and evaluate the overall risks assumed by the Bank. The Committee is headed by Chairman and Managing Director and its composition as on 31.03.2009 is as under:

Shri M. D. Mallya     Chairman

Shri V. Santhanaraman    Member

Shri Rajiv Kumar Bakshi     Member

Shri A. Somasundaram    Member

Dr.Dharmendra Bhandari    Member

The Committee met three times during the year on the following dates:

13.06.2008

01.10.2008

05.03.2009

The details of attendance of Director Members are as under:

Name of the Director	Peried	Meetings held during the period of their tenure	Meetings attended
Shri M. D. Mallya	07.05.2008 to 31.03.2009	3	3
Shri V. Santhanaraman	01.04.2008 to 31.03.2009	3	3
Shri Satish C. Gupta	01.04.2008 to 05.11.2008	2	2
Shri Rajiv Kumar Bakshi	06.11.2008 to 31.03.2009	1	1
Shri A. Somasundaram	01.04.2008 to 31.03.2009	3	3
Dr Dharmendra Bhandari	01.04.2008 to 15.11.2008	2	1
Dr Dharmendra Bhandari	29.01.2009 to 31.03.2009	1	1

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. The underlying 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 :

1. Customer Service Committee of the Board
The Bank has constituted a sub-committee of Board, known as ‘Customer Service Committee of the Board’.
The Committee has the following members as on 31.03.2009:

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

2. Shri V. Santhanaraman  -  Executive Director

3. Shri Rajiv Kumar Bakshi  -  Executive Director

4. Shri A. Somasundaram   - Director

The functions of this 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, and comprises the 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 Banking services 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.
  
  

The details of attendance of the Directors in meetings of ‘Customer service Committee of the Board’ held on 21.05.2008, 11.10.2008 and 26.03.2009 during the year ended 31.03.2009 are as under:

Name of the Director	Period	Meetings held during theperiod of their tenure	Meetings attended
Shri M. D. Mallya	07.05.2008 to 31.03.2009	3	3
Shri V. Santhanaraman	01.04.2008 to 31.03.2009	3	3
Shri Satish C. Gupta	01.04.2008 to 05.11.2008	2	2
Shri Rajiv Kumar Bakshi	06.11.2008 to 31.03.2009	1	1
Shri A. Somasundaram	01.04.2008 to 31.03.2009	3	3

2. Standing Committee on Customer Service: Besides, the Sub Committee of the Bank comprising Directors of the Board, as per the guidelines of Reserve Bank of India, 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 as members. The Committee is chaired by the Executive Director of the Bank.
   
   

1. benchmark the current level of service,
2. review the progress periodically,
3. enhance the timeliness and quality,
4. rationalize the processes taking into account technological developments, and
5. 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 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 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 comprising Directors of the Board as on 31.03.2009 is as under:

During the Financial Year 2008-09, the Committee met once on 20.05.2008 when all members were present. In terms of the aforesaid notification, the Committee decided to pay incentives for the year 2007-08 to the following Directors as per details given below:

(Amount in Rupees)

Name	Designation	Performance Linked Incentives
Dr. Anil K. Khandelwal	Chairman & Managing Director	8,00,000
Shri V. Santhanaraman	Executive Director	6,50,000
Shri Satish C. Gupta*	Executive Director	5,34,247

* 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 formed 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 as follows.

The composition of the Committee as on 31.03.2009 is as under:

During the Financial Year 2008-09, the Committee met once on 12.12.2008, where in all the members were present and the “Fit and Proper” status of the candidates contesting the election of Directors held on 23.12.2008, was ascertained.

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 31.03.2009 is as under:

1. Shri M.D. Mallya
2. Shri Amitabh Verma
3. Shri A. Somasundaram

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 regulatory and enforcement agencies and action against the perpetrators of the frauds. It was therefore, suggested to constitute a Subcommittee 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 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 Special Committee constituted with five members of the Board of Directors consists of: (a) Chairman & Managing Director (b) Two members from ACB and (c) Two other members from the Board excluding RBI Nominee.

The composition of the Committee as on 31.03.2009 is as under

1. Shri M.D. Mallya
2. Shri Amitabh Verma
3. Dr. Atul Agarwal
4. Dr. Deepak B. Phatak
5. Shri Maulin A. Vaishnav

This Committee was constituted by the Board at its meeting held on 30.09.2008 with five directors as its members for the one-time purpose of evaluation of proposals and recommending the selection of a Management Consultant for Business Process Reengineering and Organizational Restructuring. This is an adhoc Committee only for a specific purpose mentioned above.

The composition of the Committee as on 31.03.2009 is as under:

1. Shri M.D. Mallya
2. Shri V. Santhanaraman
3. Shri Rajiv Kumar Bakshi
4. Shri Amarjit Chopra
5. Dr. Deepak B. Phatak

5. REMUNERATION OF DIRECTORS: :

The remuneration including traveling 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 Section 17 of the Nationalized Banks(Management and Miscellaneous Provisions) Scheme, 1970 (as amended).

The Chairman & Managing Director and ExecutiveDirectors (Three whole time directors) are being paid remuneration 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 during the year 2008-09 is detailed below:

A. Salary:     (Amount in Rupees)

Sr.No	Name	Designation	Salary for 2008 - 09
1	Shri M.D.Mallya	Chairman and Managing Director (From 07.05.2008)	6,07,401
2	Shri V. Santhanaraman	Executive Director	6,12,977
3	Shri Satish C. Gupta	Executive Director (Up to 05.11.2008)	3,62,246
4	Shri Rajiv Kumar Bakshi	Executive Director (From 06.11.2008)	2,44,827

B. Performance Linked Incentives paid during 2008-09:

Sr.No	Name	Designation	Performance Linked Incentives for the Financial Year 2007- 08 (Rs.)
1	Dr. Anil K. Khandelwal	Chairman and Managing Director	8,00,000
2	Shri V. Santhanaraman	Executive Director	6,50,000
3	Shri Satish C. Gupta	Executive Director	5,34,247

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

The Sitting Fee paid to the Non-Executive Directors during the Year 2008-09 is as under: (No sitting fee is payable to whole time directors and director representing Govt. of India ) :

Sr.No	Name of the Director	Amount Paid in Rs.
1	Shri A. Somasundaram	1,70,000
2	Shri Milind N. Nadkarni	1,05,000
3	Shri Ranjit Kumar Chatterjee	1,12,500
4	Shri Amarjit Chopra	1,70,000
5	Dr. Atul Agarwal	1,05,000
6	Smt. Masarrat Shahid (Up to 14.09.2008)	52,500
7	Shri Maulin A. Vaishnav	1,00,000
8	Dr. Dharmendra Bhandari	57,500
9	Dr. Deepak B. Phatak	85,000
10	Shri Manesh P. Mehta (Up to 15.11.2008)	70,000

6. 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
10th Annual General Meeting	07th July, 2006 at 10.00 a.m.	Prof. C.C. Mehta Auditorium, General Education Centre, M.S. University of Baroda, Vadodara - 390 002.	To discuss the Balance Sheet, Profit & Loss Account, the Report of Board of Directors and the Auditors’ Report and to consider voluntary de-listing of equity shares from Vadodara Stock Exchange.
11th Annual General Meeting	04th July, 2007 at 10.00 a.m.	Prof. C.C. Mehta Auditorium, General Education Centre, M.S.University of Baroda Vadodara –390 002	ETo discuss, approve and adopt the Balance Sheet of the Bank as on 31st March 2007, Profit & Loss Account for the year ended 31st March 2007, the Report of Board of Directors on the working and activities of the Bank and the Auditors’ Report on the Balance Sheet and Accounts and to declare Final Dividend for the year 2006-07.
12th Annual General Meeting	28th July, 2008 at 10.30 a.m.	Prof. C.C. Mehta Auditorium, General Education Centre, M.S. University of Baroda, Vadodara - 390 002.	To discuss, approve and adopt the Balance Sheet of the Bank as on 31st March 2008, Profit & Loss Account for the year ended 31st March 2008, the Report of Board of Directors on the working and activities of the Bank and the Auditors’ Report on the Balance Sheet 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, General Education Centre, M.S. University of Baroda, Vadodara - 390 002.	Election of three Directors from amongst Shareholders other than Central Government in pursuance of Section 9(3)(i) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 and Bank of Baroda General Regulations 1998.

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 from Fees, Commission other than on Government Business, Exchanges, Brokerage, Discount on Foreign Bills Purchased and Interest on overdue Bills/Advance Bills and Dividend on Shares of Subsidiaries, Joint Ventures and Associates have been accounted for on the basis of actual realization instead of accrual.

c)  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.

d)  A Whistle Blower Policy of the Bank is in operation.

e)  Directors have disclosed that they have no relationship between directors inter se as on 31.03.2009

8. MANDATORY AND NON-MANDATORY REQUIREMENTS:

The Bank has complied with all the applicable mandatory requirements as provided in Clause 49 of the Listing Agreement entered into with the Stock Exchanges where Bank’s shares are listed.

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

9. MEANS OF COMMUNICATION :

The Bank recognizes the need for keeping its members and stakeholders informed of the events of their interests through present advanced information technology and 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 two or more newspapers, one circulating in the whole or substantially the whole of India and the other circulating in the state of Gujarat where the Head Office of the Bank is situated. 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.

10. SHAREHOLDERS' INFORMATION :

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

1) Bombay Stock Exchange Ltd.,
Phiroze Jeejeebhoy Towers
25th Floor, Dalal Street
Fort, Mumbai 400 001
BSE CODE : 532134

2) National Stock Exchange of India Ltd.
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 date.

10.1 Dematerialisation 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, 2009 the Bank has – 36,42,66,500 – No. of Equity Shares of which -35,43,52,275 – Shares are held in dematerialized form, as per the detail given below.

10.2 Electronic Clearing Services (ECS) :

Electronic Clearing Services (ECS) is a modern method of payment of where the amounts of dividend/interest etc., are directly credited to the bank accounts of the Investors concerned. The Bank has offered the services to the shareholders with an option to avail the facility at all the centers covered by Reserve Bank of India under its National ECS/ ECS facility.

The ECS mandate form is appended with the Annual Report.

10.3 Electronic Share Transfer System & Redressal of Investors’ Grievances

The Bank ensures that all transfers of Shares are duly effected within a period of one month from the date of their lodgment. The Board has constituted Sharholders/ Investors’ Grievances Committee and Shares 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.

The Bank has appointed M/s. Karvy Computershare Private Limited as its Registrars & Transfer Agent 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 Registrars at following address:

Karvy Computershare Private Limited
(Unit : Bank of Baroda)
Plot No.17 to 24, Near Image Hospital
Vittalrao Nagar, Madhapur
Hyderabad - 500 081
Phone : (040) 23420815 to 820
Fax : (040) 23420814
E Mail : mailmanager@karvy.com

The Bank has also established Investors’ Services Department, headed by the Company Secretary 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

(1) Investors’ Services Deptt., 8th Floor,
Baroda Corporate Centre, C-26, G-Block,
Bandra-Kurla Complex, Bandra (East),
Mumbai - 400 051.
Telephone : (022) 66985000, 6698 5812, 6698 5846
Fax : (022) 2652 6660
E-mail : investorservices@bankofbaroda.com

(The aforesaid e-mail ID is exclusive designated for investors' complaints pursuant to Clause 47(F) of the listing agreement with Stock Exchanges)

10.4 Corporate Governance Rating : :

The Bank is the first Public Sector Bank to have been assigned in July 2004 a Corporate Governance Rating of ‘CGR-2’ by ICRA Limited indicating High Level of Corporate Governance in a rating scale of CGR-1 to CGR-6. Further the ICRA Limited vide their letter dated 17.08.2007 and Press Release Dated September 14, 2007 have reaffirmed the said rating of “CGR-2”, which is in force as on the date.

11. Financial Calendar
Financial Year 1st April 2008 to 31st March 2009

FINANCIAL CALENDAR 2008 - 09
Board Meeting for considering of Accounts (Solo) and recommendation of dividend.	27th April 2009 (Monday)
Board Meeting for considering of Accounts (Consolidated).	26th May 2009 (Tuesday)
Submission of audited statement of accounts to RBI	28th May 2009 (Thursday)
Date, Time & Venue of the 13th AGM	Thursday, 02nd July 2009 at 10.30. a.m. Venue: Prof. C.C. Mehta General Education Auditorium, D.N. Hall Ground, M.S. University, Pratapganj, Vadodara-390 002.
Posting of Annual Report	4th and 5th June 2009
Book Closure dates	20th June 2009 (Saturday) to 02nd July 2009 (Thursday)
Last Date for receipt of proxy forms	27th June 2009 upto 2 pm (Saturday)
Probable date of dispatch of warrants for Dividend	BBefore 13th July 2009
Payment Date - Dividend	13th July 2009

DECLARATION

Declaration of the Chairman and Managing Director pursuant to clause 49 (I) (D) of Listing Agreement with Stock Exchanges..

It is to declare that all the Board Members and Senior Management Personnel of the Bank have affirmed their compliance with the Code of Conduct for the Financial Year Ended on 31st March 2009 in accordance with clause 49 (I) (D) of the Listing Agreement entered into with the Stock Exchanges. The said Code of conduct has been posted on the Bank’s website.

For Bank of Baroda

M. D. Mallya
Chairman & Managing Director

Place: Mumbai
Date : 26th May 2009

12. SHARE HOLDING PATTERN AS ON 31st MARCHS 2009

Sr. No.	Category	No. of Holders	Total Shares	% To Equity
1.	GOVERNMENT OF INDIA	1	196000000	53.81%
2.	FOREIGN INSTITUTIONAL INVESTORS	132	49302690	13.53%
3.	MUTUAL FUNDS	128	44755788	12.29%
4.	INSURANCE COMPANIES	18	34900318	9.58%
5.	RESIDENT INDIVIDUALS	178501	23169522	6.36%
6.	BODIES CORPORATES	1637	11246747	3.09%
7.	NON RESIDENT INDIANS	3160	2253893	0.61%
8.	EMPLOYEES	4048	833676	0.23%
9.	CLEARING MEMBERS	148	579908	0.16%
10.	FINANCIAL INSTITUTIONS/BANKS	28	913489	0.25%
11.	H. U. F.	1586	263054	0.07%
12.	OVERSEAS CORPORATE BODIES	4	26200	0.01%
13.	TRUSTS	23	21099	0.01%
14.	FOREIGN NATIONALS	1	116	0.00%
	TOTAL :-	189415	364266500	100.00%

12.1 Status of Shares Lying in Escrow/Suspense Account as on 01.04.2008 to 31.03.2009

Opening Balance as on 01.04.2008	No. of requests received	Shares credited during the period	Closing Balance as on 31.03.2009
Cases         Shares		Cases         Shares	Cases         Shares
428         52313	121	109         17503	319         34810*

*The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

13. DISTRIBUTION OF SHAREHOLDERS - CATEGORYWISE AS ON 31.03.2009

Category (Amount)	No. of Cases	% of Cases	Total Shares	Amount	% of Amount
1 - 5000	185381	97.87 %	20597856	205978560.00	5.65 %
5001 - 10000	2400	1.27 %	1926768	19267680.00	0.53 %
10001 - 20000	746	0.39 %	1150746	11507460.00	0.32 %
20001 - 30000	201	0.11 %	517279	5172790.00	0.14 %
30001 - 40000	101	0.05 %	359792	3597920.00	0.10 %
40001 - 50000	82	0.04 %	395013	3950130.00	0.11 %
50001 - 100000	140	0.07 %	1059248	10592480.00	0.29 %
100001 & Above	364	0.19 %	338259798	3382597980.00	92.86 %
TOTAL	189415	100.00 %	364266500	3642665000.00	100.00 %

14. GEOGRAPHICAL (STATE WISE) DISTRIBUTION OF SHAREHOLDERS AS ON 31.03.2009

State-wise report as on 31/03/2009

Sr. No.	State	Cases	Shares
1.	ANDHRA PRADESH	7601	1123043
2.	ARUNACHAL PRADESH	14	1799
3.	ASSAM	548	64982
4.	BIHAR	2980	346664
5.	CHANDIGARH	530	113934
6.	DELHI	8696	198013921
7.	GOA	1512	221684
8.	GUJARAT	48852	6430347
9.	HARAYANA	2329	290913
10.	HIMACHAL PRADESH	277	30174
11.	JUMMU & KASHMIR	248	30208
12.	KARNATAKA	7954	913174
13.	KERALA	3171	483870
14.	MADHYA PRADESH	5451	787793
15.	MAHARASHTRA	44371	145842091
16.	MEGHALAYA	103	14523
17.	MIZORAM	2	398
18.	NAGALAND	114	25580
19.	ORISSA	1220	125745
20.	OTHERS	5141	1841254
21.	PUNJAB	1910	254085
22.	RAJASTHAN	13097	1599069
23.	TAMIL NADU	12605	2380072
24.	TRIPURA	169	20911
25.	UTTAR PRADESH	14295	1946372
26.	WEST BENGAL	6225	1363894
	TOTAL	189415	364266500

15. SHARE PRICE, VOLUME OF SHARES TRADED IN STOCK EXCHANGES

(From 01-04-2008 to 31- 03-2009)

Month	National Stock Exchange of India Limited (NSE)			Bombay Stock Exchange Ltd. (BSE)
	Highest (Rs.)	Lowest (Rs.)	Volume Traded (Nos.)	Highest (Rs.)	Lowest (Rs.)	Volume Traded (Nos.)
April - 2008	329.00	267.40	11362662	320.90	267.00	3930984
May - 2008	329.70	253.00	8852452	329.90	254.20	3924989
June - 2008	274.00	198.55	9461859	273.80	199.30	3783980
July - 2008	271.50	188.20	12672181	270.00	188.30	5564352
August - 2008	309.00	228.35	15202258	309.50	245.00	6413917
September - 2008	338.70	262.35	27615511	338.00	270.15	12551870
October - 2008	327.00	214.35	24099591	330.00	215.10	7802205
November - 2008	303.00	220.35	16059775	301.70	235.25	5760892
December - 2008	287.00	232.60	19307965	287.45	232.50	5465242
Jan 2009	298.45	222.30	19746437	297.30	225.35	5780079
Feb 2009	258.95	207.15	14842944	255.30	207.70	3293161
Mar 2009	249.25	170.35	23545509	249.85	180.50	6594241

16. PROFILE OF DIRECTORS APPOINTED DURING THE YEAR 2008-09

1. Shri M.D. Mallya

NAME	Shri M.D. Mallya
ADDRESS	Bank of Baroda
	Baroda Corporate Centre, C-26, “G” Block, Bandra Kurla Complex, Bandra (East)
	Mumbai. 400 051.
DATE OF BIRTH	09.11.1952
AGE	56
QUALIFICATIONS	1) Bachelor of Engineering 2) Post Graduate Diploma in Management from Indian Institute of Science, Bangalore
NATURE OF APPOINTMENT AS DIRECTOR	Whole time Director appointed w.e.f. 7th May, 2008 by the Central Government u/s 9(3)(a) of the Banking Companies (Acquisition & Transfer of Undertakings) Act,1970.
EXPERIENCE	Shri Mallya started his banking career from Corporation Bank in August 1976. In a career spanning over 31 years, he acquired rich experience in banking at various positions and assignments. He was Executive Director of Oriental Bank of Commerce (OBC). As Chairman & Managing Director, Bank of Maharashtra, he has made rapid strides in all its spheres of activities, like business growth, technology, HR, organizational restructuring, etc
Directorship or Committee Positions held in other Companies	Directorship Export Import Bank of India The New India Assurance Co. Ltd Agricultural Finance Corpn. Ltd. Baroda Pioneer Asset Management Co. Ltd. Baroda L&G Life Insurance Co. Ltd. BOBCARDS Ltd. Bank of Baroda (Botswana) Ltd. Bank of Baroda (Ghana) Ltd. Bank of Baroda (Trinidad & Tobago) Ltd. Bank of Baroda (New Zealand) Ltd. He is also a member of the Governing Council of: National Institute of Bank Management Institute of Banking Personnel Selection (IBPS) Indian Institute of Banking & Finance Committee Positions: Member in the Audit Committee and Investment Committee of New India Assurance Co. Ltd.ee
No. of Shares held in Bank of Baroda	NIL

PROFILE OF DIRECTORS APPOINTED DURING THE YEAR 2008-09

2. Shri Rajiv Kumar Bakshi

NAME	Shri Rajiv Kumar Bakshi
ADDRESS	Baroda Corporate Centre, C-26, “G” Block, Bandra Kurla Complex, Bandra (East)
DATE OF BIRTH	21.10.1952
AGE	56
QUALIFICATIONS	M.Sc., CAIIB, Diploma in Bank Management
NATURE OF APPOINTMENT AS DIRECTOR	Whole time Director appointed w.e.f. 6th November, 2008 by the Central Government u/s 9(3)(a) of the Banking Companies (Acquisition & Transfer of Undertakings) Act,1970.
EXPERIENCE	Shri Bakshi joined Bank of India as Probationary Officer on 07.07.1975. He posses long and varied experience in branch operations in India and Overseas. i.e. London and Singapore. Prior to joining Bank of Baroda as Executive Director, he was working as General Manager (Business Process Reengineering & New initiatives) at Bank of India.
Directorship or Committee Positions held in other Companies	Directorship: 1. Indo Zambia Bank Ltd. 2. Bank of Baroda (Tanzania) Ltd. Committee Positions: Member of Loan Review Committee and Audit Committee of Indo Zambia Bank Ltd.
No. of Shares held in Bank of Baroda	NIL

PROFILE OF DIRECTORS APPOINTED DURING THE YEAR 2008-09

3. Shri Amitabh Verma, IAS

NAME	Shri Amitabh Verma, IAS
ADDRESS	Joint Secretary (BOA), Government of India, Ministry of Finance, Dept. of Financial Services, JeewanDeep Building, 3rd Floor, Sansad Marg, NEW DELHI - 110 001
DATE OF BIRTH	16.09.1959
AGE	49 years
QUALIFICATIONS	M.A in Political Science & M.A. in Economics, University of Manchester, U.K. Belongs to IAS cadre of 1982 batch.
NATURE OF APPOINTMENT AS DIRECTOR	Nominated w.e.f. 10.06.2008 by Govt. of India u/s 9(3)(b) of the Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970 representing Central Government.
EXPERIENCE	Shri Amitabh Verma is at present Joint Secretary in the Ministry of Finance, Department of Financial Services. He has rich experience of being on the Boards of leading Public Sector Banks.
Directorship or Committee Positions held in other Companies	Directorship: 1. National Housing Bank 2. NABARD Committee Positions: NIL
No. of Shares held in Bank of Baroda	NIL

PROFILE OF DIRECTORS APPOINTED DURING THE YEAR 2008-09

4. Dr Dharmendra Bhandari

NAME	Dr Dharmendra Bhandari
ADDRESS	91, Prabhat Colony, Santacruz (East), MUMBAI - 400 055
DATE OF BIRTH	15.09.1956
AGE	52 years
QUALIFICATIONS	M.Com., F.C.A.., Ph.D.
NATURE OF APPOINTMENT AS DIRECTOR	Elected from amongst Shareholders other than Central Government u/s 9(3) (i) of the Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970 at the Extraordinary General Meeting held on 23.12.2008 for a period of 3 years from 24.12.2008.
EXPERIENCE	Dr. Bhandari was Officer on Special Duty, Department of Supervision, RBI and was a consultant to the Joint Parliamentary Committee constituted to suggest ways to strengthen the banking and financial systems in India. He was also a Director on the Boards of Dena Bank and Bank of Maharashtra. He is a member on the Member Selection Committee of National Stock Exchange of India Limited.
Directorship or Committee Positions held in other Companies	Directorship: M/s J P Morgan Mutual Fund India Pvt. Ltd. He is also a member/Director of the following : M/s Harmony for Silver Foundation M/s Digital Bridge Foundation Committee Positions: Member of Audit Committee of M/s J P Morgan Mutual Fund India Pvt. Limited. He is also a member on the Membership Approval Committee of National Stock Exchange of India Limited. He is a Partner in M/s. Anjali Subhash Associates, Chartered Accountants.
No. of Shares held in Bank of Baroda	600

PROFILE OF DIRECTORS APPOINTED DURING THE YEAR 2008-09

5. Dr. Deepak B. Phatak

NAME	Dr. Deepak B. Phatak
ADDRESS	A-15, Hillside, IIT Powai, MUMBAI - 400 076
DATE OF BIRTH	02.04.1948
AGE	61 years
QUALIFICATIONS	B.E., M.Tech., Ph.D
NATURE OF APPOINTMENT AS DIRECTOR	Elected from amongst Shareholders other than Central Government u/s 9(3) (i) of the Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970 at the Extraordinary General Meeting held on 23.12.2008 for a period of 3 years from 24.12.2008.
EXPERIENCE	Dr. Phatak is presently Chair Professor, Kanwal Rekhi School of Information Technology, Indian Institute of Technology (IIT), Mumbai. He has been teaching at IIT, Mumbai since 1971. He was appointed as the first Dean of Resource Development, IIT, Mumbai.
Directorship or Committee Positions held in other Companies	Directorship: HDFC Asset Management Co. Ltd. Committee Positions: Member of Customer Service committee and Risk Management Committee of M/s HDFC Asset Management Co. Limited He is also member of : National Insurance Academy, Institute of Banking Personnel Selection National Institute of Bank Management.
No. of Shares held in Bank of Baroda	100

PROFILE OF DIRECTORS APPOINTED DURING THE YEAR 2008-09

6. Shri Maulin A. Vaishnav

NAME	Shri Maulin A. Vaishnav
ADDRESS	8, Anand Nagar Society, Near New India Mill, Jetalpur Road, Vadodara - 390 007, Gujarat
DATE OF BIRTH	12.12.1950
AGE	59 years
QUALIFICATIONS	Diploma in Fire Prevention
NATURE OF APPOINTMENT AS DIRECTOR	Elected from amongst Shareholders other than Central Government u/s 9(3) (i) of the Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970 at the Extraordinary General Meeting held on 23.12.2008 for a period of 3 years from 24.12.2008.
EXPERIENCE	Shri Vaishnav is an accomplished Social Worker. He previously held the position of Chairman of the Gujarat Maritime Board, the Primary Schools Board and Baroda Municipal Corporation. He was also a national director- Indian Jaycees. Earlier he was nominated by the Central Government under section 9(3) (h) of the Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970, who ceased to be a Director w.e.f. 28.11.2008 upon his resignation.
Directorship or Committee Positions held in other Companies	NIL
No. of Shares held in Bank of Baroda	125

Auditors’ Certificate on Compliance of Conditions of Corporate Governance

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 on 31st March 2009, as stipulated in Clause-49 of the Listing Agreement of the Bank with Stock Exchanges. i.e. National Stock Exchange of India Limited and Bombay Stock Exchange Limited.

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 Agreement.

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.

Place : MUMBAI
Date :26th May 2009.