Bank of Baroda



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Report on Corporate Governance 2013-14

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 by ensuring 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 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 Clause 49 of the Listing Agreement entered into with Stock Exchanges 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

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, 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, 2014 is as under:
Sr. No Name Position Held No. of equity shares of the Bank held as on 31.3.2014 No. of membership 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 the Board in other Companies Remarks (Nature of appointment in the Bank / other Companies)
(As on 31.03.2014)
1. Shri S. S. Mundra

Chairman and Managing Director (Executive)

510 9 7 12 Appointed as the Chairman and Managing Director of the Bank w.e.f. 21.01.2013 by the Central Government u/s 9 (3) (a) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 to hold the office till 31.07.2014 i.e. the date of his superannuation or until further orders, whichever is earlier.

He is also Director on the Board of :

(i) BOBCARDS Ltd.

(ii) Export-Import Bank of India

(iii) Bank of Baroda (Uganda) Ltd.

(iv) Bank of Baroda (New Zealand) Ltd.

(v) India International Bank Malaysia Bhd. (IIBMB)

(vi) Baroda Pioneer Asset Management Co. Ltd.

(vii) IndiaFirst Life Insurance Co
2. Shri P. Srinivas Executive Director (Executive) NIL 11 5 NIL Appointed as a Whole Time Director (designated as Executive Director) w.e.f. 18.06.2012 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 30.06.2016 i.e. the date of his superannuation or until further orders, whichever is earlier.

He is also Director on the Board of:

(i) Bank of Baroda Guyana Inc.

(ii) Bank of Baroda (Trinidad & Tobago) Ltd.

(iii) IndiaFirst Life Insurance Co. Ltd.

(iv) Indo-Zambia Bank

(v) NPCI
3. Shri Ranjan Dhawan Executive Director (Executive) NIL 10 3 NIL Appointed as a Whole Time Director (designated as Executive Director) w.e.f. 01.11.2012 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 30.09.2015 i.e. the date of his superannuation or until further orders, whichever is earlier.

He is also a Director on the Board of:

(i) BOB Capital Markets Ltd. (Chairman)

(ii) BOB (Kenya) Ltd.(Chairman)

(iii) BOB (Tanzania) Ltd. (Chairman)
4. Shri Bhuwanchandra B. Joshi Executive Director (Executive) NIL 10 2 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:

(i) Bank of Baroda (Ghana) Ltd.

(ii) Bank of Baroda (Botswana) Ltd. (Chairman)
5. Dr. K.P. Krishnan, I A S Director (Non Executive) Representing Central Government NIL 7 1 NIL Nominated as a Director w.e.f. 19.02.2014 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:

(i) National Skill Development Corporation.
6. Shri Sudarshan Sen Director (Non Executive) Reserve Bank of India (RBI) nominee Director NIL 5 NIL NIL Nominated as a Director w.e.f. 30.05.2011 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 Vinil Kumar Saxena Director (Non Executive) Representing Workmen 620 2 NIL NIL Appointed as a Workmen Employee Director w.e.f.25.07.2011 by the Central Government u/s 9 (3) (e) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 for a period of three years or till he ceases to be workmen employee of Bank of Baroda or until further orders, whichever is earlier.
8. Shri Maulin Arvind Vaishnav Director (Non Executive) Elected from amongst Shareholders, other than Central Government 125 2 NIL NIL Re-Elected as a Director by shareholders of the Bank other than the Central Government u/s 9 (3) (i) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 at the Extra Ordinary General Meeting held on 23.12.2011 for a period of -3- years from 24.12.2011 to 23.12.2014.

Prior to his re-election, he was also a shareholder director of the Bank from 24.12.2008 to 23.12.2011.
9. Shri Surendra Singh Bhandari Director (Non Executive) Elected from amongst Shareholders, other than Central Government 200 5 2 8 Elected as a Director by shareholders of the Bank other than the Central Government u/s 9 (3) (i) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 at the Extra Ordinary General Meeting held on 23.12.2011 for a period of -3- years from 24.12.2011 to 23.12.2014.

He is also a Director on the Board of:

(i) Vaibhav Global Ltd.

(ii) Asian Hotels (West) Ltd..
10. Shri Rajib Sekhar Sahoo Director (Non Executive) Elected from amongst Shareholders, other than Central Government 200 7 5 9 Elected as a Director by shareholders of the Bank other than the Central Government u/s 9 (3) (i) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 at the Extra Ordinary General Meeting held on 23.12.2011 for a period of 3 years from 24.12.2011 to 23.12.2014.

He is also a Director on the Board of:

(i) NTPC Ltd.

(ii) Tehri Hydro. Development Corporation India Ltd. (THDC)

(iii) Hindustan Zinc Ltd.

(iv) Rashtriya Ispat Nigam Ltd.

(v) Odisha State Civil Supplies Corporation Ltd.
2.2 Appointment / Cessation of Directors During The Year

Shri Bhuwanchandra B. Joshi 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.

Dr. K. P. Krishnan, IAS, nominated as a non executive Director, representing Government of India, w.e.f. 19-02- 2014, vice Shri Alok Nigam, IAS.

Shri Sudhir Kumar Jain appointed as a Whole Time Director (designated as Executive Director) ceased to be a Director with effect from 08.07.2013 on his elevation as Chairman and Managing Director of Syndicate Bank.

Shri Ajay Mathur, a part time non- official Director/Non executive director, ceased to be a Director with effect from 04.05.2013 on completion of his term.

Shri Satya Dev Tripathi, a part time non- official Director/ non executive director ceased to be a Director with effect from 30.08.2013 on completion of his term.

Shri V.B. Chavan, a part time non- official Director / Non executive director ceased to be a Director with effect from 31.01.2014 on attaining the age of superannuation.

Shri Alok Nigam, IAS, a part time non- official Director/ Non executive director ceased to be a Director with effect from 18.02.2014 on the nomination of Dr. K.P. Krishnan, IAS, in his place.


2.3 Board Meetings

During the Financial Year 2013-14, twenty Board Meetings were held on the following dates as against minimum of six meetings prescribed under Clause 12 of The Nationalized Banks (Management and Miscellaneous Provisions) Scheme, 1970.

05.04.13

06.04.13

29.04.13

12.05.13

13.05.13

26.06.13

20.07.13

31.07.13

01.08.13

31.08.13

28.09.13

10.10.13

30.10.13

31.10.13

03.12.13

15.01.14

05.02.14

06.02.14

02.03.14

03.03.14

 
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 S. S. Mundra

01.04.2013 to 31.03.2014

20

20

Shri P. Srinivas

01.04.2013 to 31.03.2014

20

20

Shri Sudhir Kumar Jain

01.04.2013 to 08.07.2013

6

6

Shri Ranjan Dhawan

01.04.2013 to 31.03.2014

20

18

Shri Bhuwanchandra B. Joshi

05.08.2013 to 31.03.2014

11

9

Shri Alok Nigam

01.04.2013 to 18.02.2014

18

8

Dr. K.P. Krishnan

19.02.2014 to 31.03.2014

2

0

Shri Sudarshan Sen

01.04.2013 to 31.03.2014

20

16

Shri Vinil Kumar Saxena

01.04.2013 to 31.03.2014

20

20

Shri V.B. Chavan

01.04.2013 to 31.01.2014

16

16

Shri Ajay Mathur

01.04.2013 to 04.05.2013

3

3

Shri Satya Dev Tripathi

01.04.2013 to 30.08.2013

9

9

Shri Maulin Arvind Vaishnav

01.04.2013 to 31.03.2014

20

18

Shri Surendra S. Bhandari

01.04.2013 to 31.03.2014

20

18

Shri Rajib Sekhar Sahoo

01.04.2013 to 31.03.2014

20

19


2.4 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 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 compliance of the Code.

3. ANNUAL GENERAL MEETING

The Annual General Meeting of the shareholders of the Bank was held on Wednesday, 26th June, 2013 at Vadodara, where the following Directors were present.

1. Shri S. S. Mundra

Chairman & Managing Director

2. Shri P. Srinivas

Executive Director

3. Shri Sudhir Kumar Jain

Executive Director

4. Shri Ranjan Dhawan

Executive Director

5. Shri Alok Nigam

Director- (Non- Executive) GOI Nominee

6. Shri Vinil Kumar Saxena

Director -(Non- Executive)-Representing Workmen

7. Shri V.B. Chavan

Director - (Non- Executive) –Representing Officer Employee

8. Shri Satya Dev Tripathi

Director (Non- Executive)

9. Shri Maulin Arvind Vaishnav

Director - (Non- Executive) – Representing Shareholders

10. Shri Surendra S. Bhandari

Director – (Non- Executive) -Representing Shareholders

11. Shri Rajib Sekhar Sahoo

Director & Chairman Audit Committee - Representing Shareholders (Non- Executive)

4. 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 :

  • Management Committee of the Board (MCB)

  • Credit Approval Committee of the Board (CACB)

  • Audit Committee of the Board (ACB)

  • Shareholders’ / Investors’ Grievances Committee

  • Share /Bond Transfer Committee

  • Sub Committee of the Board on ALM & Risk Management

  • Customer Service Committee

  • Remuneration Committee

  • Nomination Committee

  • Committee of Directors

  • Committee on High Value Frauds

  • IT Strategy Committee of the Board

  • Steering Committee of the Board on HR

  • Committee for Monitoring of Recovery

  • Committee to Support Candidates for Election of Shareholder Directors

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

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

The composition of the Committee as on 31st March 2014 is as under:

(i) Shri S. S. Mundra - Chairman and Managing Director

(ii) Shri P. Srinivas - Executive Director

(iii) Shri Ranjan Dhawan - Executive Director

(iv) Shri Bhuwanchandra B.Joshi - Executive Director

(v) Shri Sudarshan Sen - Director (Non- Executive)

(vi) Shri Vinil Kumar Saxena - Director (Non- Executive)

(vii) Shri Rajib Sekhar Sahoo - Director (Non- Executive)

(viii) Shri Surendra Singh Bhandari - Director (Non- Executive)

During the Financial Year 2013-14, the Management Committee of the Board (MCB) met on twenty four times on the following dates:

05.04.13

29.04.13

12.05.13

22.05.13

10.06.13

21.06.13

08.07.13

19.07.13

31.07.13

13.08.13

31.08.13

13.09.13

28.09.13

11.10.13

30.10.13

16.11.13

03.12.13

19.12.13

02.01.14

23.01.14

05.02.14

18.02.14

03.03.14

20.03.14

 

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 S.S. Mundra

01.04.2013 to 31.03.2014

24

24

Shri P. Srinivas

01.04.2013 to 31.03.2014

24

23

Shri Sudhir Kumar Jain

01.04.2013 to 08.07.2013

7

7

Shri Ranjan Dhawan

01.04.2013 to 31.03.2014

24

20

Shri Bhuwanchandra B. Joshi

05.08.2013 to 31.03.2014

15

13

Shri Sudarshan Sen 01.04.2013 to 31.03.2014 24 20
Shri Vinil Kumar Saxena 01.04.2013 to 31.03.2014 12 10
Shri Ajay Mathur 01.04.2013 to 04.05.2013 2 2
Shri Rajib Sekhar Sahoo 01.04.2013 to 31.03.2014 18 18
Shri Surendra S. Bhandari 01.04.2013 to 31.03.2014 17 15
Shri V.B. Chavan 01.04.2013 to 31.01.2014 12 12
Shri Maulin Arvind Vaishnav 01.04.2013 to 31.03.2014 11 8
Shri Satya Dev Tripathi 01.04.2013 to 30.08.2013 2 2

4.2. 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 Chairman and Managing Director 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, 2014 is as under:

(i)  Shri S.S. Mundra – Chairman and Managing Director
(ii)  Shri P. Srinivas – Executive Director
(iii) Shri Ranjan Dhawan – Executive Director
(iv)  Shri Bhuwanchandra B. Joshi – Executive Director
(v)  Shri V.K. Gupta – GM (Corp. A/cs, Taxation & Chief Financial Officer)
(vi)  Shri Rajesh Mahajan - General Manager (Risk Management)
(vii)  General Managers - Dealing with respective credit/treasury functions

During the Financial Year 2013-14, the Credit Approval Committee of the Board (CACB) met twenty four times on the following dates:

15.04.13

30.04.13

22.05.13

01.06.13

14.06.13

27.06.13

10.07.13

24.07.13

12.08.13

26.08.13

10.09.13

21.09.13

12.10.13

28.10.13

18.11.13

07.12.13

28.12.13

06.01.14

25.01.14

12.02.14

22.02.14

14.03.14

22.03.14

27.03.14

 

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

Number of Meetings

Meetings attended

Shri S.S. Mundra

Chairman & Managing Director

24

24

Shri P. Srinivas

Executive Director

24

18

Shri Sudhir Kumar Jain

Executive Director

6

5

Shri Ranjan Dhawan

Executive Director

24

22

Shri Bhuwanchandra B. Joshi

Executive Director

16

10

Shri V.K. Gupta

Executive

24

18

Shri Rajesh Mahajan

Executive

24

23

4.3 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 Six no.of 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, 2014 is as under :

(i) Shri Rajib Sekhar Sahoo - Chairman of the Committee
(ii) Shri P. Srinivas - Member
(iii) Shri Ranjan Dhawan - Member
(iv) Shri B B Joshi- Member
(v) Dr. K. P. Krishnan - Member
(vi) Shri Sudarshan Sen -Member

Shri Alok Nigam ceased to be a member of ACB w.e.f. 18.02.2014.

Shri Sudhir Kumar Jain ceased to be a member of ACB w.e.f 08.07.2013

Shri Ajay Mathur ceased to be a member of ACB w.e.f 04.05.2013

During the Financial Year 2013-14, the Audit Committee of the Board (ACB) met on twelve times on the dates given below:

23.04.2013

08.05.2013

12.05.2013

22.07.2013

31.07.2013

21.09.2013

28.09.2013

30.10.2013

03.12.2013

05.02.2014

03.03.2014

20.03.2014


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 Ajay Mathur

01.04.2013 to 04.05.2013

1

1

Shri P. Srinivas

01.04.2013 to 31.03.2014

12

11

Shri Sudhir Kumar Jain

01.04.2013 to 08.07.2013

3

3

Shri Ranjan Dhawan

01.04.2013 to 31.03.2014

12

11

Shri Alok Nigam

01.04.2013 to 18.02.2014

10

4

Shri Sudarshan Sen

01.04.2013 to 31.03.2014

12

11

Dr. K P Krishnan

19.02.2014 to 31.03.2014

2

1

Shri Rajib Sekhar Sahoo

01.04.2013 to 31.03.2014

12

11

Shri B.B.Joshi

05.08.2013 to 31.03.2014

7

6

The main functions of Audit Committee, inter-alia, include assessing and reviewing the financial reporting system of the Bank to ensure that the financial statements are correct, sufficient and credible. It reviews and recommends to the Management the quarterly / annual financial statements before their submission to the Board.

The Audit Committee provides directions and oversees the operations of total audit functions of the Bank including the organization, operation and quality control of internal 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).

4.4. Shareholders’ / Investors’ Grievances Committee

The Shareholders’ / Investors’ Grievances Committee has been constituted by the Bank to redress shareholders and investors complaints, if any.

The Committee includes following members :

(i) Executive Director (s) and
(ii) Two Non-Executive Directors as its members with a Non-Executive Director as its Chairman.

The composition of the Committee as on 31st March, 2014 is as under:
 (i) Shri Surendra Singh Bhandari - Chairman of the Committee
 (ii) Shri P. Srinivas - Member
 (iii) Shri Ranjan Dhawan - Member
 (iv) Shri Bhuwanchandra B. Joshi - Member
 (v) Shri Rajib Sekhar Sahoo - Member

The Committee met four times during the Financial Year 2013-14 on the following dates

26.06.2013

30.08.2013

03.12.2013

02.03.2014

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 Surendra Singh Bhandari
Chairman of the Committee

01.04.2013 to 31.03.2014

4

3

Shri P. Srinivas

01.04.2013 to 31.03.2014

4

4

Shri Sudhir Kumar Jain

01.04.2013 to 08.07.2013

1

1

Shri Ranjan Dhawan

01.04.2013 to 31.03.2014

4

3

Shri Bhuwanchandra B.Joshi

05.08.2013 to 31.03.2014

3

2

Shri Satya Dev Tripathi

01.04.2013 to 30.08.2013

2

2

Shri Rajib Sekhar Sahoo

01.04.2013 to 31.03.2014

4

4

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 01.04.2013

Received during the year

Resolved during the year

Pending as on 31.03.2014

19

27456

27465

10

All the pending cases as at the end of the year were pertaining to the request for issue of duplicate share certificates, in respect of which the necessary formalities were in process.

Shri M. L. Jain, Deputy General Manager - Company Secretary & Compliance has been designated as the “Compliance Officer” of the Bank under Clause 47 (a) of the Listing Agreement with Stock Exchanges.

4.5 Share/Bond Transfer Committee

Besides the Shareholders’ / Investors’ Grievances Committee, the Bank has constituted a Share Transfer Committee comprising of Chairman and Managing Director, Executive Directors, two Chief General Managers and Deputy/Assistant General Manager (Legal) as members. The Committee meets at least once in 15 days to effect transfer of Shares / Bonds. The Committee met on fifty eight times during the Financial Year 2013-14, on the following dates:

04.04.2013

10-04-2013

17-04-2013

25-04-2013

02-05-2013

08-05-2013

15-05-2013

22-05-2013

31-05-2013

05-06-2013

13-06-2013

17-06-2013

18-06-2013

28-06-2013

04-07-2013

10-07-2013

16-07-2013

24-07-2013

01-08-2013

06-08-2013

07-08-2013

14-08-2013

22-08-2013

29-08-2013

04-09-2013

13-09-2013

19-09-2013

26-09-2013

04-10-2013

11-10-2013

18-10-2013

19-10-2013

23-10-2013

01-11-2013

07-11-2013

14-11-2013

21-11-2013

28-11-2013

02-12-2013

05-12-2013

13-12-2013

19-12-2013

27-12-2013

02-01-2014

10-01-2014

17-01-2014

21-01-2014

22-01-2014

30-01-2014

07-02-2014

13-02-2014

20-02-2014

28-02-2014

05-03-2014

07-03-2014

12-03-2014

21-03-2014

27-03-2014

 

 

4.6 Sub Committee of the Board on ALM & Risk Management:

The 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 31st March, 2014 is as under: :

(i) Shri S. S. Mundra - Chairman

(ii) Shri P. Srinivas - Member

(iii) Shri Ranjan Dhawan - Member

(iv) Shri Bhuwanchandra B. Joshi - Member

(v) Shri Surendra S. Bhandari - Member

Shri Sudhir Kumar Jain ceased to be member of the committee w.e.f. 08-07-2013.

Shri B.B. Joshi joined the committee w.e.f. 05-08-2013

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

21.06.13

13.09.13

20.12.13

26.03.14

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 S. S. Mundra

01.04.2013 to 31.03.2014

4

4

Shri P. Srinivas

01.04.2013 to 31.03.2014

4

2

Shri Sudhir Kumar Jain

01.04.2013 to 08.07.2013

1

1

Shri Ranjan Dhawan 01.04.2013 to 31.03.2014 4 4

Shri Bhuwanchandra B. Joshi

05.08.2013 to 31.03.2014

3

3

Shri Surendra S. Bhandari

01.04.2013 to 31.03.2014

4

4

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..

4.7 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, 2014:-

(i) Shri S. S. Mundra - Chairman & Managing Director

(ii) Shri P. Srinivas - Executive Director

(iii) Shri Ranjan Dhawan - Executive Director

(iv) Shri Bhuwanchandra B. Joshi - Executive Director

(v) Shri Maulin Arvind Vaishnav - Director (Non- Executive)

Shri Satya Dev Tripathi ceased to be a member of the Committee w.e.f. 30-08-2013

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: :

  • 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.

During the Financial Year 2013-14, the Committee met four times on the following dates:

26.06.2013

30.08.2013

19.12.2013

02.03.2014

The details of attendance of the Directors are as under:

Name of the Director Period

Meetings held during their tenure

Meetings attended

Shri S.S. Mundra

01.04.2013 to 31.03.2014

4

4

Shri P.Srinivas

01.04.2013 to 31.03.2014

4

4

Shri Sudhir Kumar Jain

01.04.2013 to 08.07.2013

1

1

Shri Ranjan Dhawan 01.04.2013 to 31.03.2014 4 3

Shri Bhuwanchandra B. Joshi

05.08.2013 to 31.03.2014

3

3

Shri Maulin Arvind Vaishnav

01.04.2013 to 31.03.2014

4

4

Shri Satya Dev Tripathi

01.04.2013 to 30.08.2013

2

2


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

4.8 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 committee was reconstituted w.e.f. 29-04-2013.

The composition of the Committee as on 31st March, 2014 is as under:

(i) Dr. K.P. Krishnan*

(ii) Shri Sudarshan Sen

(iii) Shri Rajib S. Sahoo

(iv) Shri Surendra Singh Bhandari

*joined w.e.f. 19-02-2014

During the Financial Year 2013-14, the Committee met once on 13.05.2013. In terms of the aforesaid notification, the Committee decided to pay incentives to the following Whole-time Directors as per details given below:

Sr. No

Name

Designation

Amount (Rs.)

1

Shri S. S. Mundra

Chairman and Managing Director

1,15,068.00

2

Shri P. Srinivas

Executive Director

3,14,521.00

3

Shri Sudhir Kumar Jain

Executive Director

3,14,521.00

4

Shri Ranjan Dhawan

Executive Director

1,65,479.00

4.9 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. In terms of the guidelines issued by Reserve Bank of India, a Nomination Committee is required to be constituted consisting of a minimum of three directors (all independent/ non executive directors) from amongst the Board of Directors. In compliance of the said directives, a “Nomination Committee” has been constituted.

The composition of the Committee as on 31st March, 2014 (under reconstitution) is as under:

(i) Shri Vinil Kumar Saxena (Non- Executive Director)

Shri Alok Nigam ceased to be member of this committee w.e.f. 18.02.14 on the nomination of Dr. K.P. Krishnan. Shri V.B. Chavan and Shri Satyadev Tripathi ceased to be members of this committee on completion of their term on the Board of Directors.

During the Financial Year 2013-14, the Committee met once on 29.04.13. The Committee at its meeting held on 29.04.13 ascertained the ‘Fit & Proper” status of Shareholder Directors. The Committee found all of them “Fit and Proper”.

4.10 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 / nonvigilance disciplinary cases and departmental enquiries.

The composition of the Committee as on 31st March, 2014 is as under:

(i) Shri S. S. Mundra
(ii) Dr. K.P. Krishnan-Nominee Director of GOI*
(iii) Shri Sudarshan Sen –Nominee Director of RBI

*Joined w.e.f. 19-02-2014 in place of Shri Alok Nigam

The Committee met - 5 - times during the Financial Year 2013-14 on the following dates

18.04.13 to 19.04.13

12.05.13

31.08.13

03.12.13

15.03.14

The details of attendance of directors are as under:

Name of the Director

Meetings held during their tenure

Meetings Attended

Shri S.S. Mundra

5

5

Shri Alok Nigam

4

3

Shri Sudarshan Sen

5

5

Dr. K.P. Krishnan

1

1

4.11 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 five members of the Board of Directors: (a) Chairman and 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 31st March, 2014 is as under:
(i) Shri S.S. Mundra
(ii) Dr. K. P. Krishnan*
(iii) Shri Maulin Arvind Vaishnav
(iv) Shri Surendra Singh Bhandari
(v) Shri Rajib Sekhar Sahoo

* Joined w.e.f. 19-02-2014 in place of Shri Alok Nigam

The Committee met six times during the Financial Year 2013-14 as per details below:

22.05.13

10.06.13

08.07.13

21.09.13

20.12.13

26.03.14

The details of attendance of directors are as under:

Name of the Director

Meetings held during their tenure

Meetings Attended

Shri S.S. Mundra

6

6

Shri Alok Nigam

5

1

Shri Maulin Arvind Vaishnav

6

6

Shri Surendra S. Bhandari

6

6

Shri Rajib Sekhar Sahoo

6

5

Dr. K.P. Krishnan

1

0

4.12 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, comprising the following members

Sr.No

Name

Designation

i.

Shri Rajib S. Sahoo

Chairman of the Committee

ii.

Shri P. Srinivas

Executive Director

iii.

Shri Ranjan Dhawan

Executive Director

iv.

Shri B. B. Joshi

Executive Director

v.

Shri Maulin Vaishnav

Director (Non-Executive)

vi.

Shri. Surendra Singh Bhandari

Director (Non-Executive)

vii.

Dr. Deepak B. Phatak

External IT Expert

viii.

Shri S. S. Ghag

General Manager (IT & DWH) – Convenor of the meeting

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. The Committee shall oversee the functions of IT Steering committee of the Bank, besides working in partnership with other Board Committee and Senior Management to provide input, review and amend the aligned corporate and IT strategies.

The Committee met three times during the Financial Year 2013-14 as per the details below:

13.08.2013

19.12.2013

20.03.2014

The details of attendance of directors are as under:

Name

Meetings held during their tenure

Meetings Attended

Shri Rajib Sekhar Sahoo

3

3

Shri P. Srinivas

3

3

Shri Ranjan Dhawan

3

3

Shri B. B. Joshi

3

3

Shri Maulin Vaishnav

1

1

Shri. Surendra Singh Bhandari

1

0

Dr. Deepak B. Phatak

3

2

4.13 Steering Committee of the Board on HR

As per the recommendations of the Khandelwal Committee, Ministry of Finance, Government of India, vide its communication dated 21st October, 2011, conveyed that a Steering Committee of the Board on HR issues to be constituted with Government Director and two outstanding HR professionals, apart from Chairman and Managing Director and Executive Directors. Accordingly, the Bank at its Board meeting held on 27th February, 2012, had constituted a Steering Committee of the Board on HR to deal with the matters related to Human Resources. The Committee as on 31st March 2014, comprises of the following members:

Sr.No

Name

Designation

(i)

Shri S. S. Mundra

Chairman & Managing Director

(ii)

Shri P. Srinivas

Executive Director

(iii)

Shri Ranjan Dhawan

Executive Director

(iv)

Shri B. B. Joshi

Executive Director

(v)

Dr. K. P. Krishnan*

Government Nominee Director

(vi)

Dr. Deepak Phatak

Professor, I I T, Mumbai

(vii)

Dr. Asha Bhandarker

Professor, IMI, New Delhi

*joined w.e.f. 19-02-2014 in place of Shri Alok Nigam

During the Financial Year 2013-14, the Committee met on 09th October’2013. All members attended the meeting except Shri Ranjan Dhawan. Shri Alok Nigam, Govt. nominee director attended the meeting through video conference.

4.14 Committee For Monitoring of Recovery

In terms of the guidelines received from Department of Financial Services, Ministry of Finance, Government of India, vide letter no. F.No.7/112/2012-BOA dated 21st November, 2012 in order to have a robust monitoring mechanism for recovery, the Board constituted a committee of the Board, consisting of the Chairman & Managing Director, Executive Directors and Government Nominee Director, to monitor the progress in recovery on regular basis.

The Bank at its Board meeting held on 29th November, 2012 constituted the Committee for Monitoring of Recovery.

The composition of the committee as on 31st March, 2014 is as under:

(i) Shri S. S. Mundra - Chairman and Managing Director
(ii) Shri P. Srinivas - Executive Director
(iii) Shri Ranjan Dhawan - Executive Director
(iv) Shri B.B.Joshi - Executive Director
(v) Dr. K.P.Krishnan - Non – Executive Director, Government Nominee

This committee met on 6th April 2013, 5th June 2013, 21st September 2013, 3rd December 2013 & 15th March, 2014

The details of attendance of directors are as under:

Name

Meetings held during their tenure

Meetings Attended

Shri S. S. Mundra

5

5

Shri P. Srinivas

5

4

Shri Ranjan Dhawan

5

5

Shri B. B. Joshi

3

2

Shri Alok Nigam

4

4

Dr. K. P. Krishnan

1

1

4.15 COMMITTEE TO SUPPORT CANDIDATES FOR ELECTION OF SHAREHOLDER DIRECTORS

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, 2014 is as under:
(i) Shri S. S. Mundra - Chairman and Managing Director
(ii) Shri P. Srinivas - Executive Director
(iii) Shri Ranjan Dhawan - Executive Director
(iv) Shri B. B. Joshi - Executive Director
(v) Shri Rajib Sekhar Sahoo - Director (Non executive)

The Committee met once on 19-07-2013 during the F.Y. 2013-14.

The details of attendance of directors are as under

Name of the Director

Meetings held during their tenure

Meetings Attended

Shri S. S. Mundra

1

1

Shri P. Srinivas

1

1

Shri Ranjan Dhawan

1

1

Shri Rajib Sekhar Sahoo

1

1

5. 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 Chairman and Managing Director and Executive Directors (Four 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 is detailed below:

A. Salary paid during the Financial Year 2013-14:

Sr. No

Name

Designation

Amount (Rs.)

1

Shri S. S. Mundra

Chairman and Managing Director

25,12,899

2

Shri P. Srinivas

Executive Director

16,96,000

3

Shri Sudhir Kumar Jain

Executive Director (upto 08-07-2013)

4,53,104

4

Shri Ranjan Dhawan

Executive Director

17,47,958

5

Shri Bhuwanchandra B. Joshi

Executive Director (w.e.f. 05-08-2013)

10,94,767

B. Performance Linked Incentives paid during 2013-14:

Sr.No

Name

Designation

Amount (Rs.)

1

Shri S.S. Mundra

Chairman and Managing Director

1,15,068.00

2

Shri P. Srinivas

Executive Director

3,14,521.00

3

Shri Sudhir Kumar Jain

Executive Director (upto 8th July 2013)

3,14,521.00

4

Shri Ranjan Dhawan

Executive Director

1,65,479.00

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, during the Year 2013-14 is 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 Paid in Rs.

1

Shri Vinil Kumar Saxena

2,55,000.00

2

Shri V.B. Chavan

2,25,000.00

3

Shri Ajay Mathur

45,000.00

4

Shri Satya Dev Tripathi

1,25,000.00

5

Shri Maulin Arvind Vaishnav

2,75,000.00

6

Shri Surendra Singh Bhandari

3,25,000.00

7

Shri Rajib Sekhar Sahoo

4,00,000.00

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
15th Annual General Meeting 04th July, 2011
at 10.30 a.m.
Sir Sayajirao Nagargriha, Vadodara Mahanagar Seva Sadan, Bank of Baroda Centenary Year (2007-2008) 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 2011, Profit and Loss Account for the year ended 31st March 2011 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 2010-11.
Extra Ordinary General Meeting 23rd December, 2011
at 10.00 a.m.
Sir Sayaji Rao Nagargriha, Vadodara Mahanagar Seva Sadan, Bank of Baroda Centenary Year (2007-2008) T.P.-1, F.P. 549/1, Near GEB Colony, Old Padra Road, Vadodara–390020 To seek approval of the shareholders for issuing and to allot equity shares/warrants, aggregating to Rs.775 crores to Government of India on preferential basis in terms of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009 and to elect THREE Shareholder Directors of the Bank amongst shareholders, other than the Central Government, in terms of Section 9 (3) (i) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 and Bank of Baroda General (Shares and Meetings) Regulations, 1998.
Extra Ordinary General Meeting 27th March, 2012
at 10.00 a.m.
Sir Sayajirao Nagargriha, Vadodara Mahanagar Seva Sadan, Bank of Baroda Centenary Year (2007-2008) T.P.-1, F.P. 549/1, Near GEB Colony, Old Padra Road, Akota, Vadodara – 390 020 To seek approval of the shareholders for issuing and to allot upto 1,95,77,304 equity shares to Life Insurance Corporation of India and/or various Schemes of Life Insurance Corporation of India (LIC)/ Mutual Funds on preferential basis in terms of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009.
16th Annual General Meeting 28th June, 2012
at 10.30 a.m.
Sir Sayaji Rao Nagargriha, Vadodara Mahanagar Seva Sadan, Bank of Baroda Centenary Year (2007-2008) T.P.-1, F.P. 549/1, Near GEB Colony, Old Padra Road, Vadodara–390020 To discuss, approve and adopt the Balance Sheet of the Bank as at 31st March 2012, Profit and Loss Account for the year ended 31st March 2012 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 2011-12.
Extra Ordinary General Meeting 11th March, 2013
at 10.30 a.m.
Sir Sayaji Rao Nagargriha, Vadodara Mahanagar Seva Sadan, Bank of Baroda Centenary Year (2007-2008) T.P.-1, F.P. 549/1, Near GEB Colony, Old Padra Road, Vadodara–390020 To seek approval of the shareholders for issuing and to allot upto 1,01,32,920 equity shares to Government of India on preferential basis in terms of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009.
17th Annual General Meeting 26th June, 2013
at 10.30 a.m.
Sir Sayajirao Nagargriha, Vadodara Mahanagar Seva Sadan, Bank of Baroda Centenary Year (2007-2008) 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.
Extra Ordinary General Meeting 15th January, 2014
at 10.00 a.m.
Sir Sayajirao Nagargriha, Vadodara Mahanagar Seva Sadan, Bank of Baroda Centenary Year (2007-2008) T.P.-1, F.P. 549/1, Near GEB Colony, Old Padra Road, Akota, Vadodara – 390 020 To seek approval of the shareholders for issuing and to 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.

7. DISCLOSURES

a)   The Related Party Transactions are disclosed in the Notes on Accounts.

b)   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.

c)   Directors have disclosed that they have no relationship between directors inter-se as on 31st March 2014.

8. MANDATORY AND NON-MANDATORY REQUIREMENTS

The Bank has complied with all the applicable mandatory requirements as provided in Revised 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:

Sr. No. Non-mandatory requirements Status of Implementation
1. Non-executive Chairman to maintain Chairman’s Office at company’s expense. Not Applicable, since the Chairman’s position is Executive.
2. Board to set-up a Remuneration Committee to formulate company’s remuneration policy on specific remuneration package for Executive Directors. Not applicable, as Executive Directors draw salary as fixed by the Government of India. However a Remuneration Committee is in operation to consider Performance Linked Incentive for executive directors in terms of guidelines issued by the Central Government.
3. Half-yearly declaration of financial performance including summary of significant events in last six months to be sent to shareholders. The Bank has sent half-yearly financial results for the half year ended 30.09.2013 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
4. Company may move towards regime of unqualified financial statements. The Bank has already initiated steps for moving towards achieving unqualified financial statements and there is no qualification in Auditors report of the Bank.
5. Company may train Board Members in the Business Model of the Company as well as risk profile of the business parameters of the company, the responsibilities as Director and the best way to discharge them. A complete overview of the Business Model and risk profile along with Code of Conduct adopted by the Board of Directors has been communicated to each member of the Board. The Bank nominates Directors for training at Centre for Advanced Financial Learning of RBI, Mumbai, IDRBT, Hyderabad and National Stock Exchange of India Ltd., Mumbai.
6. The evaluation of performance of non-executive Directors by other members of the Board and to decide to continue or otherwise of the Directorship of the non-executive Directors. A Nomination Committee has been constituted in terms of Reserve Bank of India Guidelines and the elected directors under clause 9(3)(i) of The Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970 are subject to determination of fit & proper status.
7. The Company to establish the Whistle Blower Policy for reporting management concerns about unethical behaviors, actual or suspected fraud, etc. Bank follows Central Vigilance Commission Guidelines on Whistle Blower complaints under Public Interest Disclosure and Protection of Informers (PIDPI) resolution. Apart from that Bank does not have any Whistle Blower Policy of its own.

9. 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 minimum 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.

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 portals are posted on the Bank’s Website – http://www.bankofbaroda.com. 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.

10. GREENINITIATIVE UNDER CORPORATE GOVERNANCE:

a. 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.

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

11. TRANSPARENCY & COMPLIANCE OFFICER

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

11.1 Transparency Officer

As per the directions of Central Information Commissioner (CIC), Bank has appointed one of the Senior Officer 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 Pubic 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 website and this information is updated from time to time.

11.2 Compliance Function

The compliance department is set up since 2007 as per RBI directions. The department is ensuring strict observance of all statutory provisions contained in various legislations such as Banking Regulation Act, Reserve Bank of India Act, Foreign Exchange Management Act, Prevention of Money Laundering Act etc. as well as to ensure observance of other regulatory guidelines issued from time to time; standards and codes prescribed by Banking Codes & Standards Board of India, IBA, Foreign Exchange Dealers Association of India (FEDAI), Fixed Income Money Market Derivatives Association of India (FIMMDA), KYC Norms/ Guidelines and also our bank's internal policies and fair practices code. Compliance laws, rules and standards generally cover matters such as observing proper standards of market conduct, managing conflicts of interest, treating customers fairly, and ensuring the suitability of customer advice.

12. SHAREHOLDERS’ INFORMATION

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

BSE 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 date. 

12.1: 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, 2014 the Bank has following number of Equity Shares in physical and dematerialized form, as per the detail given below.

Nature of Holding Cases Shares Percentage
PHYSICAL 48761 7599869 1.77
NSDL 95867 176411668 41.08
CDSL 35748 245403550 57.15
Total 180376 429415087 100.00

The Bank had forfeited 27,38,300 equity share in the year 2003 and out of the same 4800 equity shares were annulled up to 31st March 2014.

12.2: National Electronic Clearing Services (NECS):

National Electronic Clearing Services (NECS) is a modern method of payment 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 facility.

The NECS/ Direct Credit mandate form is appended with the Annual Report.

12.3: Share Transfer System and Redressal of Investors’ Grievances

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 Shareholders’/ Investors’ Grievances Committee to monitor and review the progress in redressal of general shareholders’ and investors’ grievances 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 and 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:

M/S 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 : einward.ris@karvy.com

The Bank has also appointed Debenture Trustee as follows:

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

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) 66985000, 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 Clause 47(F) of the listing agreement with Stock Exchanges)

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

13. 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 CGR 1 to CGR 6 where CGR 1 denotes the highest rating, in July 2004, which has been reaffirmed in February 2006, September 2007, April 2010, March 2011, April 2013 and March 2014 respectively. The CGR 2 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.

14. FINANCIAL CALENDAR
Financial Year 1st April, 2013 to 31st March, 2014

Board Meeting for considering of Accounts (Standalone & Consolidated) and recommendation of dividend.

13.05.2014

Date, Time & Venue of the 18th AGM

25th June 2014 At 10.30 a.m.

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

14th June 2014 to 25th June 2014 (both days inclusive)

Last Date for receipt of Proxy Forms

20th June 2014

Dividend Payment date

09th July 2014



15. SHAREHOLDING PATTERN AS ON 31st MARCH 2014

Sr. No.

Description

No. of Share Holders

Shares

% to Equity

1.

Govt. of India (Promoters)

1

241571283

56.26

2.

Mutual Funds / UTI

195

29239155

6.81

3.

Financial Institutions / Banks

31

5267177

1.23

4.

Insurance Companies

50

45278262

10.54

5.

Foreign Institutional Investors

418

67066741

15.62

6.

Bodies Corporate

1578

16516922

3.85

7.

Resident Individuals

173918

19959484

4.65

8.

Non Resident Indians

3596

2037577

0.47

9.

Overseas Corporate Bodies

3

22000

0.01

10.

Clearing members

548

1863584

0.43

11.

Trusts

38

592902

0.13

 

Total

180376

429415087

100.00

16. STATUS OF SHARES LYING IN ESCROW/SUSPENSE ACCOUNT AS ON 31st MARCH, 2014

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

Opening Balance as on 01.04.2013 No. of requests received during the Financial Year 2013-14 Shares credited during the Financial Year 2013-14 Closing Balance as on 31st March 2014
Cases Shares Cases Cases Shares Cases Shares
74 17700 2 2 600 72 17100

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

Opening Balance as on 01.04.2013 No. of requests received during the Financial Year 2013-14 Shares credited during the Financial Year 2013-14 Closing Balance as on 31st March 2014
Cases Shares Cases Cases Shares Cases Shares
172 19938 6 6 549 166 19389

17. DISTRIBUTION OF SHAREHOLDERS - CATEGORY WISE AS ON 31ST MARCH, 2014
Distribution Schedule As On 31/03/2014 (Total)

Sr. No.

Category

No. of Cases

% of Cases

Amount Rs.

% of Amount

1

1-5000

176161

97.66

172721670.00

4.02

2

5001- 10000

2337

1.30

18437230.00

0.43

3

10001- 20000

723

0.40

10960010.00

0.26

4

20001- 30000

243

0.13

6276610.00

0.15

5

30001- 40000

107

0.06

3855820.00

0.09

6

40001- 50000

86

0.05

4043940.00

0.09

7

50001- 100000

180

0.10

13195060.00

0.31

8

100001 & Above

539

0.30

4064660530.00

94.66

Total

180376

100.00

4294150870.00

100.00

18. GEOGRAPHICAL (STATE WISE) DISTRIBUTION OF SHAREHOLDERS AS AT 31ST MARCH, 2014
Sr. No. State Cases Shares
1 ANDHRA PRADESH 6943 958794
2 ARUNACHAL PRADESH 13 1240
3 ASSAM 597 59445
4 BIHAR 3033 278308
5 CHANDIGARH 508 66730
6 DELHI 8047 243051611
7 GOA 1515 249200
8 GUJARAT 42448 5223558
9 HARYANA 2225 244063
10 HIMACHAL PRADESH 266 24519
11 JAMMU & KASHMIR 231 28546
12 KARNATAKA 8651 833292
13 KERALA 3408 441383
14 MADHYA PRADESH 5106 646523
15 MAHARASHTRA 47571 168800542
16 MEGHALAYA 98 12159
17 NAGALAND 98 21335
18 ORISSA 1148 100341
19 OTHERS 3479 1527906
20 PUNJAB 1672 196319
21 RAJASTHAN 10655 1208764
22 TAMIL NADU 12325 2746108
23 TRIPURA 118 15454
24 UTTAR PRADESH 12921 1477272
25 WEST BENGAL 7300 1201675
  Total 180376 429415087

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

19. a Share Price, Volume of Shares Traded in Stock Exchanges (From 01.04.2013 to 31.03.2014)

Month National Stock Exchange of India Limited (NSE) BSE Ltd. (BSE)
Highest (Rs.) Lowest (Rs.) Volume Traded (Nos.) Highest (Rs.) Lowest (Rs.) Volume Traded (Nos.)
APR 2013 722.00 631.05 15273603 717.00 632.10 2336681
MAY 2013 759.90 643.10 24586924 759.50 646.00 2785319
JUN 2013 681.50 539.80 21918052 681.40 540.00 3257625
JUL 2013 623.45 529.60 30860955 620.30 529.75 3618781
AUG 2013 573.65 429.95 35204973 571.00 429.25 4743097
SEP 2013 583.00 449.55 43507126 582.80 450.60 4746514
OCT 2013 650.00 487.50 34596902 648.60 488.00 4395770
NOV 2013 696.00 566.40 47623753 696.00 567.10 6375374
DEC 2013 716.95 632.45 32854558 715.90 633.25 3994065
JAN 2014 681.60 525.00 31869573 681.60 526.60 4023383
FEB 2014 577.00 511.15 32359728 576.50 509.00 3748937
MAR 2014 755.00 543.00 47923716 754.80 542.30 5474221

19.b Index Data from April 2013 to March 2014 (Monthly Closing Values)

Date S&P CNX NIFTY BANK NIFTY BOB NSE BSE SENSEX BANKEX BOB BSE
30-Apr-13 5930.20 12561.55 698.95 19504.18 14363.74 698.70
31-May-13 5985.95 12475.65 651.65 19760.30 14261.24 653.95
28-Jun-13 5842.20 11617.25 574.15 19395.81 13257.76 574.50
31-Jul-13 5742.00 10015.75 561.60 19345.70 11440.96 560.55
30-Aug-13 5471.80 9049.20 460.80 18619.72 10304.35 462.90
30-Sep-13 5735.30 9617.80 493.55 19379.77 10964.19 493.60
31-Oct-13 6299.15 11473.15 642.90 21164.52 13086.92 643.20
29-Nov-13 6176.10 11153.95 644.60 20791.93 12730.30 644.60
31-Dec-13 6304.00 11385.25 645.55 21170.68 13001.94 645.75
31-Jan-14 6089.50 10237.75 548.40 20513.85 11712.31 548.95
28-Feb-14 6276.95 10764.70 551.15 21120.12 12284.27 550.65
31-Mar-14 6704.20 12742.05 720.75 22386.27 14572.46 721.35

20. PROFILE OF DIRECTORS APPOINTED DURING THE FINANCIAL YEAR 2013 –14

20.1 Shri Bhuwanchandra B. Joshi

Name

Shri Bhuwanchandra B. Joshi

Address

New Suvas CHS Ltd., Flat No.7A, 68-F, Nepeansea Road, Rungta Lane,
MUMBAI – 400 006

Date of Birth

3rd December, 1956

Age

57 Years

Qualifications

1. B.Com
2. CAIIB

Nature of appointment as Director

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.

Experience

 Having joined Bank of India in the year 1977, he brings with him more than three decades of experience in Banking and Finance. During his career spanning over 36 years in Bank of India, he has held several distinguished positions including that as Zonal Head, Ahmedabad and has vast exposure in Credit, SME and International operations.

Directorship or Committee Positions held in other Companies

1. Bank of Baroda (Ghana) Ltd.
2. Bank of Baroda (Botswana) Ltd.

No. of Shares of Bank of Baroda held

NIL

20.2 Dr. K. P. Krishnan

Name

Dr. K. P. Krishnan

Address

C-II/145, Satya Marg,Chanakyapuri,
New Delhi – 110021

Date of Birth

29th December, 1959

Age

54 Years

Qualifications

1) Doctorate in Economics & Finance (Ph.D)
2) MBA in Business Administration

Nature of appointment as Director

Nominated as a Director w.e.f. 19.02.2014 by the Central Government u/s 9 (3) (b) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/1980, in place of Shri Alok Nigam until further orders.

Experience

Dr. K.P. Krishnan, is an IAS officer of 1983 batch of Karnataka cadre. He is presently the DG & Additional Secretary, Department of Economic Affairs in the Ministry of Finance, Department of Financial Services, New Delhi.

He is a post graduate in Economics, and MBA in Business Administration. He also holds a Doctorate in Economics & Finance. He brings with him rich experience of having worked in various departments of State and Central Government.

He has held various important portfolios like Advisor to Executive Director, World Bank, Secretary-Department of Finance, Govt. of Karnataka, Managing Director, Karnataka Urban Infra Dev. Finance, Joint Secretary, Capital Market Division, Dept. of Economic Affairs, Secretary- Economic Advisory Council to PM.

Directorship or Committee Positions held in other Companies

1. National Skill Development Corporation

No. of Shares of Bank of Baroda held

NIL

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 of the Code of Conduct for the Financial Year Ended on 31st March, 2014 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

S. S. Mundra
Chairman and Managing Director

Place: Mumbai
Date : 13th May, 2014

Auditors’ Certificate on Compliance of Conditions of Corporate Governance-2013-14

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 2014, as stipulated in Clause-49 of the Listing Agreement of the Bank with Stock Exchanges.

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.

For S. K. Mittal & Co. For Laxminiwas Neeth & Co. For Ray & Ray
Chartered Accountants
FRN: 001135N
(M.K.Juneja)
Partner
M. No. 013117
Chartered Accountants
FRN: 002460S
(G. Subbarao)
Partner
M No.019579
Chartered Accountants
FRN: 301072E
(Amitava Chowdhury)
Partner
M. No. 056060
     
For N. B. S. & Co.
Chartered Accountants
FRN: 110100W
(Pradeep J. Shetty)
Partner
M No.046940
For KASG & Co.
Chartered Accountants
FRN: 002228C
(R.K.Agarwal)
Partner
M No.073063
For Khandelwal Jain & Co
Chartered Accountants
FRN : 105049W
(Chirag Doshi)
Partner
M No.119079


Place : Mumbai
Date : 13th May, 2014



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