BANK OF INDIA:

Code of conduct for directors:

I. Need and objective of the Code

Clause 49 of the Listing Agreement entered into with the Stock Exchanges, requires, as
part of Corporate Governance, the listed entities to lay down a Code of Conduct for
Directors on the Board of an entity and it Senior Management

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

II. Bank's belief system

This Code of Conduct attempts to set forth the guiding principles on which the Bank shall
operate and conduct its daily business with its multitudinous stakeholders, government
and regulatory agencies, media, and anyone else with whom it is connected. It recognises
that the Bank is a trustee and custodian of public money and in order to fulfil its fiduciary
obligations and responsibilities, it has to maintain and continue to enjoy the trust and
confidence of public at large.

The Bank acknowledges the need to uphold the integrity of every transaction it enters
into and believes that honesty and integrity in its internal conduct would be judged by its
external behaviour. The Bank shall be committed in all its actions to the interest of the
countries in which it operates. The Bank is conscious of the reputation it carries amongst
its customers and public at large and shall endeavour to do all it can to sustain and
improve upon the same in its discharge of obligations. The Bank shall continue to initiate
policies, which are customer centric and which promote financial prudence.

III. Philosophy Of The Code

The Code envisages and expects -

The Bank expects all Directors to exercise good judgement, to ensure the interests, safety
and welfare of customers, employees, and other stakeholders and to maintain a
cooperative, efficient, positive, harmonious and productive work environment and
business organization. The Directors while discharging duties of their office must act
honestly and with due diligence. They are expected to act with that amount of utmost care
and prudence, which an ordinary person is expected to take in his/her own business.
These standards need to be applied while working in the premises of the Bank, at offsite
locations where the business is being conducted whether in India or abroad, at Bank-
sponsored business and social events, or at any other place where they act as
representatives of the Bank.

A. adherence to the highest standards of honest and ethical conduct, including proper and
ethical procedures in dealing with actual or apparent conflicts of interest between
personal and professional relationships.
B. full, fair, accurate, timely and meaningful disclosures in the periodic reports required
to be filed by the Bank with government and regulatory agencies.
C. compliance with applicable laws, rules and regulations.
D. to address misuse or misapplication of the Bank's assets and resources.
E. the highest level of confidentiality and fair dealing within and outside the Bank.

B Conflict of Interest

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

Board of Directors interferes or appears to interfere in any way with the interests
of the Bank. Every member of the Board of Directors has a responsibility to the
Bank, its stakeholders and to each other. Although this duty does not prevent
them from engaging in personal transactions and investments, it does demand that
they avoid situations where a conflict of interest might occur or appear to occur.
They are expected to perform their duties in a way that they do not conflict with
the Bank's interest such as-

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

in securities issued by the Bank's customer, supplier or competitor, they should
ensure that these investments do not compromise their responsibilities to the
Bank. Many factors including the size and nature of the investment; their ability
to influence the Bank's decisions; their access to confidential information of the
Bank, or of the other entity, and the nature of the relationship between the Bank
and the customer, supplier or competitor should be considered in determining
whether a conflict exists. Additionally, they should disclose to the Bank any
interest that they have which may conflict with the business of the Bank.

• Related Parties - As a general rule, the Directors should avoid conducting Bank's
business with a relative or any other person or any firm, Company, Association in
which the relative or other person is associated in any significant role. Relatives
shall include:

• Spouse

• Father

• Mother (including step-mother)

• Son (including step-son)

• Son's wife
 • Daughter (including step-daughter)

• Father's father

• Father's mother

• Mother's mother

• Mother's father

• Son's son

• Son's son's wife

• Son's daughter

• Son's Daughter's husband

• Daughter's husband

• Daughter's son

• Daughter's son's wife

• Daughter's daughter

• Daughter's daughter's husband

• Brother (including step-brother)

• Brother's wife

• Sister (including step-sister)

• Sister's husband

• If such a related party transaction is unavoidable, they must fully disclose the
nature of the related party transaction to the appropriate authority. Any dealings
with a related party must be conducted in such a way that no preferential
treatment is given to that party.

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

C. Applicable Laws

The Directors of the Bank must comply with applicable laws, regulations, rules and
regulatory orders. They should report any inadvertent non-compliance, if detected
subsequently, to the concerned authorities
D. Disclosure Standards

The Bank shall make full, fair, accurate, timely and meaningful disclosures in the
periodic reports required to be filed with Government and Regulatory agencies. The
members of Core Management of the Bank shall initiate all actions deemed necessary for
proper dissemination of relevant information to the Board of Directors, Auditors and
other Statutory Agencies, as may be required by applicable laws, rules and regulations.

E. Use of Bank's Assets and Resources :

Each member of the Board of Directors has a duty to the Bank to advance its legitimate
interests while dealing with the Bank's assets and resources. Members of the Board of
Directors are prohibited from:
using corporate property, information or position for personal gain;
soliciting, demanding, accepting or agreeing to accept anything of value from any person
while dealing with the Bank's assets and resources; acting on behalf of the Bank in any
transaction in which they or any of their relative(s) have a significant direct or indirect
interest.

F. Confidentiality and Fair Dealings

1. Bank's Confidential Information

The Bank's confidential information is a valuable asset. It includes all trade related
information, trade secrets, confidential and privileged information, customer information,
employee related information, strategies, administration, research in connection with the
Bank and commercial, legal, scientific, technical data that are either provided to or made
available to each member of the Board of Directors by the Bank either in paper form or
electronic media to facilitate their work or that they are able to know or obtain access by
virtue of their position with the Bank. All confidential information must be used for
Bank's business purposes only.

This responsibility includes the safeguarding, securing and proper disposal of

confidential information in accordance with the Bank's policy on maintaining and
managing records. This obligation extends to confidential information of third parties,
which the Bank has rightfully received under non-disclosure agreements.

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

potential business partners. Such disclosure should be made after considering its potential
benefits and risks. Care should be taken to divulge the most sensitive information, only
after the said potential business partner has signed a confidentiality agreement with the
Bank.

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

attributable to the Bank, made outside the scope of any appropriate authority in the Bank,
should include a disclaimer that the publication or statement represents the views of the
specific author and not the bank.

2. Other Confidential Information -

The Bank has many kinds of business relationships with many companies and
individuals. Sometimes, they will volunteer confidential information about their products
or business plans to induce the Bank to enter into a business relationship. At other times,
the Bank may request that a third party provide confidential information to permit the
Bank to evaluate a potential business relationship with that party. Therefore, special care
must be taken by the Board of Directors to handle the confidential information of others
responsibly. Such confidential information should be handled in accordance with the
agreements with such third parties.

The Bank requires that every Director should be fully compliant with the laws, statutes,
rules and regulations that have the objective of preventing unlawful gains of any nature
whatsoever.

Directors shall not accept any offer, payment promise to pay, or authorization to pay any
money, gift, or anything of value from customers, suppliers, shareholders/ stakeholders,
etc. that is perceived as intended, directly or indirectly, to influence any business
decision, any act or failure to act, any commission of fraud, or opportunity for the
commission of any fraud.

IV. Good corporate governance practices

Each member of the Board of Directors of the Bank should adhere to the following so as
to ensure compliance with good Corporate Governance practices.

" Dos

Attend Board meetings regularly and participate in the deliberations and discussions
effectively.

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

Involve actively in the matter of formulation of general policies.

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

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

" Dont's

Do not interfere in the day to day functioning of the bank. (This stipulation does not
apply to the Chairman and Managing Director and Executive / Whole Time Director)

Do not reveal any information relating to any constituent of the Bank to anyone.
Do not display the logo / distinctive design of the Bank on their personal visiting cards /
letter heads. (This does not prevent the Chairman and Managing Director and
Executive /Whole Time Director from using DO Letterheads or visiting cards with BOI's
logo thereon).

Do not sponsor any proposal relating to loans, investments, buildings or sites for Bank's
premises, enlistment or empanelment of contractors, architects, auditors, doctors, lawyers
and other professionals, etc.
Do not do anything, which will interfere with and / or be subversive of maintenance of
discipline, good conduct and integrity of the staff.

V. Waivers

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

The matters covered in this Code of Conduct are of the utmost importance to the Bank,
its stakeholders and its business partners, and are essential to the Bank's ability to conduct
its business in accordance with its value system.

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

Name :

Signature :

Place & Date :

Code of conduct for GM's

CORPORATE GOVERNANCE- CODE OF CONDUCT
(GENERAL MANAGERS)

I. Need and objective of the Code

Clause 49 of the Listing Agreement entered into with the Stock Exchanges, requires, as
part of Corporate Governance, the listed entities to lay down a Code of Conduct for
Directors on the Board of an entity and its Senior Management. Senior Management has
been defined to include personnel who are members of its Core Management and
functional heads excluding the Board of Directors.

Accordingly the Bank has laid down this Code for its Core Management (Core
Management means top executives of the Bank at the level of General Managers).

II. Bank's belief system

This Code of Conduct attempts to set forth the guiding principles on which the Bank shall
operate and conduct its daily business with its multitudinous stakeholders, government
and regulatory agencies, media, and anyone else with whom it is connected. It recognises
that the Bank is a trustee and custodian of public money and in order to fulfil its fiduciary
obligations and responsibilities, it has to maintain and continue to enjoy the trust and
confidence of public at large.
The Bank acknowledges the need to uphold the integrity of every transaction it enters
into and believes that honesty and integrity in its internal conduct would be judged by its
external behaviour. The Bank shall be committed in all its actions to the interest of the
countries in which it operates. The Bank is conscious of the reputation it carries amongst
its customers and public at large and shall endeavour to do all it can to sustain and
improve upon the same in its discharge of obligations. The Bank shall continue to initiate
policies, which are customer centric and which promote financial prudence.

III. Philosophy Of The Code

The Code envisages and expects -
A. adherence to the highest standards of honest and ethical conduct, including proper and
ethical procedures in dealing with actual or apparent conflicts of interest between
personal and professional relationships.
B. full, fair, accurate timely and meaningful disclosures in the periodic reports required to
be filed by the Bank with government and regulatory agencies.
C. compliance with applicable laws, rules and regulations.
D. to address misuse or misapplication of the Bank's assets and resources.
E. the highest level of confidentiality and fair dealing within and outside the Bank.

A. General Standards of conduct

The Bank expects all members of the Core Management to exercise good judgement, to
ensure the interests, safety and welfare of customers, employees, and other stakeholders
and to maintain a co-operative, efficient, positive, harmonious and productive work
environment and business organisation. The members of the Core Management while
discharging duties of their office must act honestly and with due diligence. They are
expected to act with that amount of utmost care and prudence, which an ordinary person
is expected to take in his/her own business. These standards need to be applied while
working in the premises of the Bank, at offsite locations where the business is being
conducted whether in India or abroad, at Bank-sponsored business and social events, or at
any other place where they act as representatives of the Bank.

Code of conduct for GM's

B Conflict of Interest

A "Conflict of Interest" occurs when personal interest of any member of the Core
Management interferes or appears to interfere in any way with the interests of the Bank.
Every member of the Core Management has a responsibility to the Bank, its stakeholders
and to each other. Although this duty does not prevent them from engaging in personal
transactions and investments, it does demand that they avoid situations where a conflict
of interest might occur or appear to occur. They are expected to perform their duties in a
way that they do not conflict with the Bank's interest such as-

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

expected to devote their total attention to the business interests of the Bank. They are
prohibited from engaging in any activity that interferes with their performance or
responsibilities to the Bank or otherwise is in conflict with or prejudicial to the Bank.

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

securities issued by the Bank's customer, supplier or competitor, they should ensure that
these investments do not compromise their responsibilities to the Bank. Many factors
including the size and nature of the investment; their ability to influence the Bank's
decisions; their access to confidential information of the Bank, or of the other entity, and
the nature of the relationship between the Bank and the customer, supplier or competitor
should be considered in determining whether a conflict exists. Additionally, they should
disclose to the Bank any interest that they have which may conflict with the business of
the Bank.

Related Parties - As a general rule, the members of the Core Management should avoid
conducting Bank's business with a relative or any other person or any firm, Company,
Association in which the relative or other person is associated in any significant role.
Relatives shall include:

Spouse
Father
Mother (including step-mother)
Son (including step-son)
Son's wife
Daughter (including step-daughter)
Father's father
Father's mother
Mother's mother
Mother's father
Son's son
Son's son's wife
Son's daughter
Son's Daughter's husband
Daughter's husband
Daughter's son
Daughter's son's wife
Daughter's daughter
Daughter's daughter's husband
Brother (including step-brother)
Brother's wife
Sister (including step-sister)
Sister's husband

If such a related party transaction is unavoidable, they must fully disclose the nature of
the related party transaction to the appropriate authority. Any dealings with a related
party must be conducted in such a way that no preferential treatment is given to that
party.

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

C. Applicable Laws

The Core Management must comply with applicable laws, regulations, rules and
regulatory orders. They should report any inadvertent non-compliance, if detected
subsequently, to the concerned authorities.

D. Disclosure Standards

The Bank shall make full, fair, accurate, timely and meaningful disclosures in the
periodic reports required to be filed with Government and Regulatory agencies. The
members of Core Management of the Bank shall initiate all actions deemed necessary for
proper dissemination of relevant information to the Board of Directors, Auditors and
other Statutory Agencies, as may be required by applicable laws, rules and regulations.

E. Use of Bank's Assets and Resources :

Each member of the Core Management has a duty to the Bank to advance its legitimate
interests while dealing with the Bank's assets and resources. Members of the Core
Management are prohibited from:
using corporate property, information or position for personal gain;

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

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

Code of conduct for GM's

F. Confidentiality and Fair Dealings

1 Bank's Confidential Information

The Bank's confidential information is a valuable asset. It includes all trade related
information, trade secrets, confidential and privileged information, customer information,
employee related information, strategies, administration, research in connection with the
Bank and commercial, legal, scientific, technical data that are either provided to or made
available to each member of the Core Management by the Bank either in paper form or
electronic media to facilitate their work or that they are able to know or obtain access by
virtue of their position with the Bank. All confidential information must be used for
Bank's business purposes only.

This responsibility includes the safeguarding, securing and proper disposal of

confidential information in accordance with the Bank's policy on maintaining and
managing records. This obligation extends to confidential information of third parties,
which the Bank has rightfully received under non-disclosure agreements.

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

potential business partners. Such disclosure should be made after considering its potential
benefits and risks. Care should be taken to divulge the most sensitive information, only
after the said potential business partner has signed a confidentiality agreement with the
Bank.

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

attributable to the Bank, made outside the scope of any appropriate authority in the Bank,
should include a disclaimer that the publication or statement represents the views of the
specific author and not the bank.

2. Other Confidential Information -

The Bank has many kinds of business relationships with many companies and
individuals. Sometimes, they will volunteer confidential information about their products
or business plans to induce the Bank to enter into a business relationship. At other times,
the Bank may request that a third party provide confidential information to permit the
Bank to evaluate a potential business relationship with that party. Therefore, special care
must be taken by the members of the Core Management to handle the confidential
information of others responsibly. Such confidential information should be handled in
accordance with the agreements with such third parties.

The Bank requires that every member of Core Management should be fully compliant
with the laws, statutes, rules and regulations that have the objective of preventing
unlawful gains of any nature whatsoever.

the members of Core Management shall not accept any offer, payment promise to pay, or
authorisation to pay any money, gift, or anything of value from customers, suppliers,
shareholders/ stakeholders, etc. that is perceived as intended, directly or indirectly, to
influence any business decision, any act or failure to act, any commission of fraud, or
opportunity for the commission of any fraud.

IV. Good corporate governance practices

Each member of the Core Management of the Bank should adhere to the following so as
to ensure compliance with good Corporate Governance practices.

Dos
Involve actively in the matter of formulation of general policies.
Be familiar with the broad objectives of the Bank and the policies laid down by the
Government and the various laws and legislations.

Dont's
Do not reveal any information relating to any constituent of the Bank to anyone.
Do not sponsor any proposal relating to loans, investments, buildings or sites for Bank's
premises, enlistment or empanelment of contractors, architects, auditors, doctors, lawyers
and other professionals, etc.

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

discipline, good conduct and integrity of the staff.

V. Waivers

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

The matters covered in this Code of Conduct are of the utmost importance to the Bank,
its stakeholders and its business partners, and are essential to the Bank's ability to conduct
its business in accordance with its value system.

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

Signature :
Place & Date :

CORPORATE GOVERNANCE IN
INDIAN BANKS:

Introduction
The concept of corporate governance, which emerged as a response to corporate failures
and widespread dissatisfaction with the way many corporates function, has become one
of the wide and deep discussions across the globe recently. It primarily hinges on
complete transparency, integrity and accountability of the management. There is also an
increasingly greater focus on investor protection and public interest. Corporate
governance is concerned with the values, vision and visibility. It is about the value
orientation of the organisation, ethical norms for its performance, the direction of
development and social accomplishment of the organisation and the visibility of its
performance and practices.
Indian Banking Industry
Indian banking has around 200 years of history and has undergone many transformations
since independence. But, Liberalisation, Privatisation and Globalisation and Information
Technology are currently changing the Indian banking radically.
Earlier, banking was virtually a monopoly of the public sector banks with full protection
from the State. But the process of reforms in the Indian banking system has thrown them
out to more liberal and free market forces. Now the banks, more particularly the public
sector ones, feel the real heat of the competition. The interest rate cuts, dwindling
margins and more number of players to serve a reduced number of bankable clients have
all added to the worries of the banks. The customer has finally come to hold the center
stage and all banking products are tailor-made to suit his tastes and preferences. This
sudden change in the banking environment has bereaved the banks of all their comforts
and many of them are finding it extremely difficult to cope with the change.
Need for Corporate Governance in Banks
o Since banks are important players in the Indian financial system, special focus on the
Corporate Governance in the banking sector becomes critical.
o The Reserve Bank of India, as a regulator, has the responsibility on the nature of
Corporate Governance in the banking sector.
o To the extent that banks have systemic implications, Corporate Governance in the
banks is of critical importance.
o Given the dominance of public ownership in the banking system in India, corporate
practices in the banking sector would also set the standards for Corporate Governance in
the private sector.
o With a view to reducing the possible fiscal burden of recapitalising the PSBs, attention
towards Corporate Governance in the banking sector assumes added importance.
Prerequisites for Good Governance
There are some pre-requisites for good corporate governance. They are:
o A proper system consisting of clearly defined and adequate structure of roles, authority
and responsibility.
o Vision, principles and norms which indicate development path, normative
considerations and guidelines and norms for performance.
o A proper system for guiding, monitoring, reporting and control.
Recommendations by the Birla Committee
The report of the Committee on Corporate Governance, set up by the Securities and
Exchange board of India, under the Chairmanship of Kumar Mangalam Birla, is the first
formal and comprehensive attempt to evolve a Code of Corporate Governance, in the
context of prevailing conditions of governance in Indian companies, as well as the state
of capital markets. The committee has identified the three key constituents of corporate
governance.
Shareholders' Role
The role of shareholders in corporate governance is to appoint the directors and the
auditors and to hold the board accountable for the proper governance of the company by
requiring the board to provide them periodically with the requisite information, in
transparent fashion, of the activities and progress of the company.
Board of Directors' Role
The board of directors performs the pivotal role in any system of corporate governance. It
is accountable to the stakeholders and directs and controls the management. It stewards
the company, sets its strategic aim and financial goals, and oversees their
implementation, puts in place adequate internal controls and periodically reports the
activities and progress of the company in a transparent manner to the stakeholders.
Management's Role
The responsibility of the management is to undertake the management of the company in
terms of the direction provided by the board, to put in place adequate control systems and
to ensure their operation and to provide information to the board on a timely basis and in
a transparent manner to enable the board to monitor the accountability of management to
it.
The Basel Committee Recommendations
The Basel Committee published a paper for banking organisations in September 1999.
The Committee suggested that it is the responsibility of the banking supervisors to ensure
that there is an effective corporate governance in the banking industry. It also highlighted
the need for having appropriate accountability and checks and balances within each bank
to ensure sound corporate governance, which in turn would lead to effective and more
meaningful supervision.
Efforts were taken for several years to remedy the deficiencies of Basel I norm and Basel
committee came out with modified approach in June 2004. The final version of the
Accord titled " International Convergence of Capital Measurement And Capital
Standards-A- Revised Framework" was released by BIS. This is popularly known as New
Basel Accord of simply Basel ll. Base ll seeks to rectify most of the defects of Basel l
Accord. The objectives of Basel ll are the following:
1. To promote adequate capitalisation of banks.
2. To ensure better risk management and
3. To strengthen the stability of banking system.
Essentials of Accord of Basel ll
o Capital Adequacy: Basel ll intends to replace the existing approach by a system that
would use external credit assessments for determining risk weights. It is intended that
such an approach will also apply either directly or indirectly and in varying degrees to the
risk weighting of exposure of banks to corporate and securities firms. The result will be
reduced risk weights for high quality corporate credits and introduction of more than
100% risk weight for low quality exposures.
o Risk Based Supervision This ensures that a bank's capital position is consistent with
overall risk profile and strategy thus encouraging early supervisory intervention. The new
framework lays accent on bank managements developing internal assessment processes
and setting targets for capital that are commensurate with bank' particular risk profile and
control environment. This internal assessment then would be subjected to supervisory
review and intervention by RBI.
o Market Disclosures The strategy of market disclosure will encourage high disclosure
 standards and enhance the role of market participants in encouraging banks to hold and
maintain adequate capital.
Steps to be taken
To overcome from these challenges, banks are required to emphasize on certain factors,
which will increase their transparency and lead to higher foreign investment.
o Self- Appraisal System: Good governance is like trusteeship. It is not just a matter of
creating checks and balance but it emphasizes on customer satisfaction and shareholders
value. The law regulates certain responsible areas on borrowing, lending, investigating,
transparency in accounts etc. The directors, there fore, evaluate themselves through self-
introspection.
o The Board's Committees: It will be difficult for a board, with all the members acting
together on some issues, to achieve its objectives effectively and with apt independence.
The board, therefore, needs to be assisted by the some committee.
o Transparency: Transparency can reinforce sound corporate governance. Therefore,
public disclosure is desirable in Board Structure, Senior management, Basic
organisational structure and incentive structure of the bank.
Conclusion
Corporate governance has assumed vital role and significance due to globalisation and
liberalisation. With the opening of economy and to be in line with WTO requirements, if
the Indian corporates have to survive and succeed amidst increasing competition globally,
it can only be through transparency in operations. The excellence in terms of customer
satisfaction, in terms of return, in terms of product and service, in terms of return to
promoters and in terms of social responsibilities towards society and people cannot be
achieved without practicing good corporate governance.

BANK OF BARODA:

Report on Corporate Governance (2009-10)

Code of Conduct
1.
BANK'S
PHILOSO
PHY ON
CODE OF
GOVERN
ANCE :

The Bank
shall
continue
its
endeavour
to enhance
its
shareholde
rs’ value
by
protecting
their
interest by
ensuring
performanc
e at all
levels, and
maximizin
g returns
with
optimal
use of
resources
in its
pursuit of
excellence.
The Bank
shall
comply
with not
only the
statutory
requiremen
ts, but also
voluntarily
formulate
and adhere
to a set of
strong
Corporate
Governanc
e practices.
The Bank
believes in
setting
high
standards
of ethical
values,
transparenc
y and a
disciplined
approach
to achieve
excellence
in all its
sphere of
activities.
The Bank
is also
committed
to follow
the best
internation
al
practices.
The Bank
shall strive
hard to
best serve
the
interests of
its
stakeholder
s
comprising
shareholde
rs,
customers,
Governme
nt and
society at
large.

The Bank
is a listed
entity,
which is
not a
company
but body
corporate
under the
Banking
Companies
(Acquisitio
n and
Transfer of
Undertakin
gs) Act,
1970 and is
regulated
by Reserve
Bank of
India.
Therefore
the Bank
shall
comply
with the
provisions
of Revised
Clause 49
of the
Listing
Agreement
entered
into with
Stock
Exchanges
to the
extent it
does not
violate the
provisions
of the
Banking
Companies
(Acquisitio
n and
Transfer of
Undertakin
gs) Act,
1970 and
the
Guidelines
issued by
Reserve
Bank of
India in
this regard.
2. BOARD
OF
DIRECT
ORS
2.1
Compositi
on of the
Board:

The
compositio
n of Board
of
Directors
of the
Bank is
governed
by the
provisions
of the
Banking
Regulation
Act, 1949,
the
Banking
Companies
(Acquisitio
n and
Transfer of
Undertakin
gs) Act,
1970, as
amended
and the
Nationalize
d Banks
(Managem
ent and
Miscellane
ous
Provisions)
Scheme,
1970, as
amended.
The
compositio
n of Board
of
Directors
of the
Bank as
on 31st
March,
2010 is as
under:

Sr. No Name Position N No. of No. of No Remarks

Held o member Directorshi of (nature of
. ship in p held in Me appointmen
o Sub other mbe t in the
f Commit Companies rshi Bank /
e tees of i.e. Other p/ other
q the than the Chai Companies
u Bank Bank. rma )
i nshi
t p
y held
s in
h Sub
a Com
r mitt
e ees
s of
o the
f Boar
t d in
h Othe
e r
B Com
a pani
n es
 k
h
e
l
d
a
s
o
n
3
1
.
0
3
.
2
0
1
0
1. Shri Chairman N 5 9 5 Appointed
M. D. and i as the
Mally Managing l Chairman
a Director and
Managing
Director of
the Bank
w.e.f.
07.05.2008
by the
Central
Governmen
t u/s 9 (3)
(a) of the
Banking
Companies
(Acquisitio
n and
Transfer of
Undertakin
gs) Act,
1970 to
hold the
post till
30.11.2012
i.e. his date
of
superannua
tion or until
further
orders,
whichever
is earlier.

He is also
Director on
the Board
of :

(i) Export
Import
Bank of
India

(ii) The
New India
Assurance
Co. Ltd.

(iii)
Agricultura
l Finance
Corpn. Ltd.

(iv) Baroda
Pioneer
Asset
Manageme
nt Co. Ltd.

(v)
IndiaFirst
Life
Insurance
Co. Ltd. -
(Chairman)

(vi)
BOBCAR
DS Ltd.

(vii) Bank
of Baroda
(Botswana)
Ltd.

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

(ix) Bank
of Baroda
(Uganda)
Ltd.

He is also a
member in
the Audit
Committee,
Investment
Committee
and
Remunerati
on
Committee
of The
New India
Assurance
Co. Ltd.,
and a
member in
the Audit
Committee
and
Manageme
nt
Committee
of the
Board of
Export-
Import
Bank of
India.

He is also a
member of
 the
Governing
Council
of :

(i) National
Institute of
Bank
Manageme
nt (NIBM)

(ii) Institute
of Banking
Personnel
Selection
(IBPS)

(iii) Indian
Institute of
Banking &
Finance

(iv) Deputy
Chairman,
Indian
Banks’
Association
(IBA)
2. Shri Executive N 5 5 2 Appointed
Rajiv Director(E i as a whole
Kuma xecutive) l time
r director
Baksh (designated
i as
Executive
Director)
w.e.f.
06.11.2008
by the
Central
Governmen
t u/s 9 (3)
(a) of the
Banking
Companies
(Acquisitio
n and
Transfer of
Undertakin
gs) Act,
1970, to
hold the
post up to
31.10.2012
i.e. the date
of his
superannua
tion or until
further
orders,
whichever
is earlier.

He is also a
Director on
the Board
of :

(i) Bank of
Baroda
(Tanzania)
Ltd.

(ii) Indo
Zambia
Bank Ltd.

(iii) Bank
of Baroda
(Kenya)
Ltd.

(iv)
IndiaFirst
Life
Insurance
Co. Ltd.

(v) BOB
Capital
Markets
 Ltd.

He is also a
member of
Loan
Review
Committee
and Audit
Committee
of Indo
Zambia
Bank Ltd.
3. Shri Executive N 5 1 Nil Appointed
N. S. Director(E i as a whole
Srinat xecutive) l time
h director
(designated
as
Executive
Director)
w.e.f.
07.12.2009
by the
Central
Governmen
t u/s 9 (3)
(a) of the
Banking
Companies
(Acquisitio
n and
Transfer of
Undertakin
gs) Act,
1970 to
hold the
post up to
31.05.2012
i.e. the last
day of the
month in
which he
would
attain the
age of
 superannua
tion or until
further
orders,
whichever
is earlier.

He is also a
Director on
the Board
of :

(i) Bank of
Baroda
(Trinidad
& Tobago)
Ltd.
4. Shri Director N 5 2 Nil Nominated
Alok (Non i as a
Niga Executive) l Director
m,IA Representi w.e.f.
S ng Central 09.12.2009
Governme by the
nt Central
Governmen
t u/s 9 (3)
(b) of the
Banking
Companies
(Acquisitio
n and
Transfer of
Undertakin
gs) Act,
1970 to
hold the
post until
further
orders.

He is also a
Director on
the Board
of :
 (i) National
Housing
Bank
(NHB)

(ii)
National
Bank for
Agriculture
and Rural
Developme
nt
(NABARD
)
Nominated
as a
Director
w.e.f.
27.02.2007
by the
Central
Governmen
Director t u/s 9 (3)
Shri
(Non (c) of the
A. N
Executive) Banking
5. Soma i 7 Nil Nil
Recomme Companies
sunda l
nd-ed by (Acquisitio
ram
RBI n and
Transfer of
Undertakin
gs) Act,
1970 to
hold the
post until
further
orders.
6. Shri Director 1 2 Nil Nil Appointed
Milin (Non 0 as a
d N. Executive) 0 Workmen
Nadk Representi Employee
arni ng Director
Workmen w.e.f.
01.05.2007
by the
Central
 Governmen
t u/s 9 (3)
(e) of the
Banking
Companies
(Acquisitio
n and
Transfer of
Undertakin
gs) 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.
7 Shri Director 7 1 Nil Nil Nominated
Ranjit (Non 1 as Officer
Kuma Executive) 0 Employee
r Representi Director
Chatt ng Non- w.e.f.
erjee Workmen 20.12.2007
by the
Central
Governmen
t u/s 9 (3)
(f) of the
Banking
Companies
(Acquisitio
n and
Transfer of
Undertakin
gs) Act,
1970 for a
period of
 three years
or till he
ceases to
be officer
of Bank of
Baroda or
until
further
orders,
whichever
is earlier.
8. Dr. Director(N 2 4 1 Nil Nominated
Atul on 0 as part time
Agar Executive) 0 non-official
wal director
w.e.f.
23.11.2007
by the
Central
Governmen
t u/s 9 (3)
(h) of The
Banking
Companies
(Acquisitio
n and
Transfer of
Undertakin
gs) Act,
1970 for a
period of
three years
or until
further
orders,
whichever
is earlier.

He is also a
Director on
the Board
of M/s
Spacetech
Advisors
(P)
 Limited.

He is a
partner in
M/s.
Agarwal &
Saxena,
Chartered
Accountant
s, Kanpur.
9. Dr. Director(N N 3 Nil Nil Nominated
(Smt. on i as a part
) Executive) l time non-
Masar official
rat director
Shahi w.e.f.
d 29.10.2009
by the
Governmen
t of India
u/s 9 (3)
(h) of the
Banking
Companies
(Acquisitio
n and
Transfer of
Undertakin
g) Act,
1970 for a
second
term of
three years
or until
further
orders,
whichever
is earlier.

She held
the same
position
earlier also
w.e.f.
15.09.2005
 to
14.09.2008
.
10. Dr. Director(N 6 3 3 1 Elected as
Dhar on 0 a Director
mend Executive) 0 by
ra Elected shareholder
Bhan from s of the
dari amongst Bank other
Sharehold than the
ers, other Central
than Governmen
Central t u/s 9 (3)
Governme (i) of The
nt Banking
Companies
(Acquisitio
n and
Transfer of
Undertakin
gs) Act,
1970 at the
Extra
Ordinary
General
Meeting
held on
23.12.2008
for a period
of 3 years
from
24.12.2008
to
23.12.2011
.

He is also a
Director on
the Board
of:

(i) M/s J P
Morgan
Mutual
Fund India
Pvt. Ltd.

(ii) M/s
Harmony
For Silver
Foundation

(iii) M/s
Digital
Bridge
Foundation

He is also a
member of
Approval
Committee
of National
Stock
Exchange
of India
Limited.

He is also a
member of
Audit
Committee
of M/s J.P.
Morgan
Mutual
Fund India
Pvt. Ltd.

He is a
Partner in
M/s Anjali
Subhash
Associates,
Chartered
Accountant
s.

He has held
the position
of a
Director of
the Bank
 elected by
Shareholde
rs other
than
Central
Governmen
t w.e.f.
16.11.1999
to
15.11.2002
and
w.e.f.16.11.
2005 to
15.11.2008
.
11. Dr. Director(N 1 1 1 2 Elected as
Deep on 0 a Director
ak B. Executive) 0 by
Phata Elected shareholder
k from s of the
amongst Bank other
Sharehold than the
ers, other Central
than Governmen
Central t u/s 9 ((3)
Governme (i) of The
nt Banking
Companies
(Acquisitio
n and
Transfer of
Undertakin
gs) Act,
1970 at the
Extra
Ordinary
General
Meeting
held on
23.12.2008
for a period
of 3 years
from
24.12.2008
to
23.12.2011
.

He is also a
Director on
the Board
of M/s
HDFC
Asset
Manageme
nt Co. Ltd.

He is also a
member of
Governing
Council of:

(i) National
Insurance
Academy

(ii) Institute
of Banking
Personnel
Selection
(IBPS)

(iii)
National
Institute of
Bank
Manageme
nt (NIBM)

He also
held the
position of
a Director
of the Bank
elected by
Shareholde
rs other
than
Central
Governmen
t
 w.e.f.16.11.
2005 to
15.11.2008
.
12. Shri Director(N 1 3 Nil Nil Elected as
Mauli on 2 a Director
n A. Executive) 5 by
Vaish Elected shareholder
nav from s of the
amongst Bank other
Sharehold than the
ers, other Central
than Governmen
Central t u/s 9 (3)
Governme (i) of The
nt Banking
Companies
(Acquisitio
n and
Transfer of
Undertakin
gs) Act,
1970 at the
Extra
Ordinary
General
Meeting
held on
23.12.2008
for a period
of 3 years
from
24.12.2008
to
23.12.2011
.

Prior to his
election, he
was
holding the
position as
a Director
nominated
by the
 Central
Governmen
t under
section 9
(3) (h) of
the
Banking
Companies
(Acquisitio
n and
Transfer of
Undertakin
gs) Act,
1970,
which he
ceased to
hold w.e.f.
28.11.2008
consequent
upon his
resignation.
2.2
Appointm
ent /
Cessation
of
Directors
During
The Year :

Shri N. S.
Srinath,
was
appointed
by the
Central
Governme
nt as whole
time
Director,
designated
as
Executive
Director on
07th
December
2009,
under
section
9(3) (a) of
the
Banking
Companies
(Acquisitio
n and
Transfer of
Undertakin
gs) Act,
1970, to
hold the
position till
31st May,
2012 or
until
further
orders,
whichever
is earlier.
He was
appointed
consequent
upon Shri
V.
Santhanara
man,
ceasing to
be a
Director on
his
attaining
superannua
tion on
31st
August
2009.

Shri Alok
Nigam,
IAS was
nominated
by the
Central
Governme
nt as a
Director on
09th
December
2009 under
section
9(3) (b) of
the
Banking
Companies
(Acquisitio
n and
Transfer of
Undertakin
gs) Act,
1970
representin
g the
Central
Governme
nt vice Shri
Amitabh
Verma,
IAS who
ceased to
be a
Director on
the
nomination
of Shri
Nigam.
Shri
Nigam
shall hold
office until
further
orders
from the
Central
Governme
nt.

Dr. (Smt.)
Masarrat
Shahid was
nominated
by the
Central
Governme
nt, as a part
time non-
official
Director on
29th
October,
2009 under
section
9(3) (h) of
the
Banking
Companies
(Acquisitio
n and
Transfer of
Undertakin
gs) Act,
1970. Dr.
Shahid was
nominated
for a
second
term of
three years
from 29th
October,
2009 to
28th
October
2012 or
until
further
orders,
whichever
is earlier.

Shri
Amarjit
Chopra,
who was
nominated
as Director
for a
period of
three years
on 13th
October
2006, by
the Central
Governme
nt under
section 9
(3) (g) of
the
Banking
Companies
(Acquisitio
n and
Transfer of
Undertakin
gs) Act,
1970,
ceased to
be a
Director on
12th
October
2009, on
the expiry
of his term
of
appointme
nt.

2.3
BOARD
MEETIN
GS:

During the
Financial
Year 2009-
10, total 15
Board
Meetings
were held
on the
following
dates as
against
minimum
of -6-
meetings
prescribed
under
Clause 12
of the
Nationalize
d Banks
(Managem
ent and
Miscellane
ous
Provisions)
Scheme,
1970.

0
2
.
0
28.0
26.05.200 7 20.07
27.04.2009 4.20
9 . .2009
09
2
0
0
9
2
7
.
1
28.0
29.09.200 0 28.10
27.07.2009 8.20
9 . .2009
09
2
0
0
9
24.11.2009 06.0 27.01.201 0 19.03
1.20 0 5 .2010
 .
0
3
.
10
2
0
1
0

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

Name of P M M
the e e e
Director r e e
i t t
o i i
d n n
g g
s s
h
e a
l t
d t
e
d n
u d
r e
i d
n
 g

t
h
e
i
r
t
e
n
u
r
e
0
1
.
0
4
.
2
0
0
9

Shri M. D. t 1 1
Mallya o 5 5

3
1
.
0
3
.
2
0
1
0
Shri V. 0 7 7
Santhanara 1
man .
0
4
.
2
0
 0
9

t
o

3
1
.
0
8
.
2
0
0
9
0
1
.
0
4
.
2
0
0
9
Shri Rajiv
t 1 1
Kumar
o 5 5
Bakshi
3
1
.
0
3
.
2
0
1
0
Shri N. S. 0 4 4
Srinath 7
.
1
2
 .
2
0
0
9

t
o

3
1
.
0
3
.
2
0
1
0
0
1
.
0
4
.
2
0
0
9
Shri
t 1
Amitabh 2
o 1
Verma
0
8
.
1
2
.
2
0
0
9
Shri Alok 0 4 3
Nigam 9
 .
1
2
.
2
0
0
9

t
o

3
1
.
0
3
.
2
0
1
0
Shri A. 0 1 1
Somasunda 1 5 4
ram .
0
4
.
2
0
0
9

t
o

3
1
.
0
3
.
2
0
1
 0
0
1
.
0
4
.
2
0
0
9
Shri
t 1 1
Milind N.
o 5 3
Nadkarni
3
1
.
0
3
.
2
0
1
0
Shri Ranjit 0 1 1
Kumar 1 5 5
Chatterjee .
0
4
.
2
0
0
9

t
o

3
1
.
0
3
.
 2
0
1
0
0
1
.
0
4
.
2
0
0
9

Shri t
Amarjit o 8 6
Chopra
1
2
.
1
0
.
2
0
0
9

Dr. Atul 0 1 1
Agarwal 1 5 2
.
0
4
.
2
0
0
9

t
o

3
1
 .
0
3
.
2
0
1
0
2
9
.
1
0
.
2
0
0
9
Dr. (Smt.)
t
Masarrat 5 4
o
Shahid
3
1
.
0
3
.
2
0
1
0
Dr. 0 1 1
Dharmendr 1 5 1
a Bhandari .
0
4
.
2
0
0
9

t
o
 3
1
.
0
3
.
2
0
1
0
0
1
.
0
4
.
2
0
0
9

Dr. Deepak t 1 1
B. Phatak o 5 0

3
1
.
0
3
.
2
0
1
0
Shri 0 1 1
Maulin A. 1 5 4
Vaishnav .
0
4
.
2
0
0
9
 t
o

3
1
.
0
3
.
2
0
1
0

2.4 Code
of
Conduct:

The Code
of Conduct
for Board
of
Directors
and Senior
Manageme
nt
Personnel
i.e. Core
Manageme
nt Team
comprising
all General
Managers
and
Departmen
tal 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.bank
ofbaroda.c
om. All the
Board
Members
and Senior
Manageme
nt
Personnel
have since
affirmed
the
compliance
of the
Code.
3. Annual
General
Meeting :
The
Annual
General
Meeting of
the
shareholde
rs of the
Bank was
held on
Thursday,
2nd July,
2009 at
Vadodara,
where the
following
Directors
were
present.
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 Ranjit Kumar Chatterjee
7. Shri Amarjit Chopra
8. Dr. Atul Agarwal
9. Shri Maulin A. Vaishnav
- Chairman & Managing Director
- Executive Director
- Executive Director
- Director
- Director (Workmen)
- Director (Non-workmen)
- Director (Chairman-ACB)
- Director
Director - Representing Shareholders, other than
-
Central Government

4. COMMITTEE OF DIRECTORS / EXECUTIVES :

The Board of Directors of the Bank has constituted various Committees of Directors and /
or Executives to look into different areas of strategic importance in terms of Reserve
Bank of India and Government of India guidelines on Corporate Governance and Risk
Management. The important Committees of the Board are as under:
i) Management Committee of the Board
ii) Audit Committee of Board (ACB)
iii) Shareholders’ / Investors’ Grievances Committee
iv) Share Transfer Committee
v) Asset Liability Management & Risk Management Committee
vi) Customer Service Committees
vii) Remuneration Committee
viii) Nomination Committee
ix) Committee of Directors
x) Committee on High Value Frauds
4.1. Management Committee of the Board :
In pursuance of Clause 13 of the Nationalized Banks (Management and 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 2010 is as under:

(i) Shri M. D. Mallya

(ii) Shri Rajiv Kumar Bakshi
(iii) Shri N. S. Srinath
(iv) Shri A. Somasundaram
(v) Shri Milind N. Nadkarni
(vi) Dr. Atul Agarwal
(vii) Dr. (Smt.) Masarrat Shahid

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

16.04.2009 28.04.2009 26.05.2009 06.06.2009 22.06.2009 02.07.2009

18.07.2009 07.08.2009 20.08.2009 28.08.2009 11.09.2009 29.09.2009

12.10.2009 27.10.2009 13.11.2009 24.11.2009 04.12.2009 23.12.2009

05.01.2010 21.01.2010 05.02.2010 19.02.2010 04.03.2010 18.03.2010

25.03.2010

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

Meetings
Meetings
Name of the Director Period held during
attended
their tenure

Shri M. D. Mallya 01.04.2009 to 31.03.2010 25 25

Shri V. Santhanaraman 01.04.2009 to 31.08.2009 10 10

Shri Rajiv Kumar Bakshi 01.04.2009 to 31.03.2010 25 24

Shri N. S. Srinath 07.12.2009 to 31.03.2010 8 8

Shri A. Somasundaram 01.04.2009 to 31.03.2010 25 24

Shri Ranjit Kumar Chatterjee 29.07.2009 to 28.01.2010 13 11

Shri Amarjit Chopra 01.04.2009 to 12.10.2009 13 11

Dr. Atul Agarwal 01.04.2009 to 28.07.2009 7 6

-do- 24.11.2009 to 31.03.2010 10 10

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

Dr. Dharmendra Bhandari 29.07.2009 to 28.01.2010 13 9

Shri Maulin A. Vaishnav 16.05.2009 to 15.11.2009 13 11

Shri Milind N. Nadkarni 01.04.2009 to 13.05.2009 2 2

-do- 16.11.2009 to 31.03.2010 10 9

Dr. Deepak B. Phatak 01.04.2009 to 28.07.2009 7 2

4.2. Audit Committee of Board (ACB)::

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

pursuance of directives of the Reserve Bank of India, has constituted an Audit Committee
of the Board comprising Six Directors. A Non-Executive Director who is a Chartered
Accountant is the Chairman of the Committee.
The composition of the Committee as on 31st March, 2010 is as under:

(i) Dr Atul Agarwal - Chairman

(ii) Shri Rajiv Kumar Bakshi- Member

(iii) Shri N. S. Srinath - Member

(iv) Shri Alok Nigam - Member

(v) Shri A. Somasundaram - Member

(vi) Shri Maulin A. Vaishnav - Member

The following Directors ceased to be members of ACB during the Financial Year 2009-
10 on the dates shown against their respective names:

(i) Shri V. Santhanaraman 31.08.2009

(ii) Shri Amarjit Chopra 12.10.2009

(iii) Shri Amitabh Verma 09.12.2009

During the Financial Year 2009-10, the Audit Committee of the Board (ACB) met on 12
occasions on the dates given below:

16.04.2009 27.04.2009 26.05.2009 06.06.2009 27.07.2009 07.08.2009

11.09.2009 28.10.2009 13.11.2009 24.11.2009 27.01.2010 05.03.2010

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

Meeting held
Sr. Meeting
Name of the Director Period during their
No attended
tenure

1. Shri Amarjit Chopra 01.04.2009 to 12.10.2009 7 7

2. Shri V. Santhanaraman 01.04.2009 to 31.08.2009 6 6

3. Shri Rajiv Kumar Bakshi 01.04.2009 to 31.03.2010 12 11

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

5. Shri Amitabh Verma 01.04.2009 to 09.12.2009 10 3

6. Shri Alok Nigam 09.12.2009 to 31.03.2010 2 1

7. Shri A. Somasundaram 01.04.2009 to 31.03.2010 12 11

8. Dr Atul Agarwal 01.04.2009 to 31.03.2010 12 11

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

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

The Audit Committee provides directions and oversees the operations of total audit
functions of the Bank including the organization, operation and quality control of internal
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 / Year to date / Annual Financial Results and Reports. It
also maintains follow up on various issues raised in the Long Form Audit Report
(LFAR).
4.3 Shareholders / Investors Grievances Committee:

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

(i) Executive Director (s) and

(ii) Four Non-Executive Directors as its members with a Non-Executive Director as its
Chairman.
The composition of the Committee as on 31st March 2010 is as under:
(i) Shri Maulin A . Vaishnav - Chairman
(ii)Shri Rajiv Kumar Bakshi - Member
(iii)Shri N. S. Srinath - Member
(iv)Shri Milind N. Nadkarni-Member
(v)Shri Ranjit Kumar Chatterjee - Member
(vi)Dr. Dharmendra Bhandari-Member
The Committee met four times during the Financial Year 2009-10 on the following dates:

26.05.2009 29.08.2009 05.12.2009 05.03.2010

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

Meetings held during

Meetings
Name of the Director Period the period of their
attended
tenure

Shri Maulin A. Vaishnav 01.04.2009 to 4 4

Chairman of the Committee 31.03.2010

01.04.2009 to
Shri V. Santhanaraman 2 2
31.08.2009

01.04.2009 to
Shri Rajiv Kumar Bakshi 4 4
31.03.2010

07.12.2009 to
Shri N. S. Srinath 1 1
31.03.2010

01.04.2009 to
Shri Milind N. Nadkarni 4 4
31.03.2010

01.04.2009 to
Shri Ranjit Kumar Chatterjee 4 4
31.03.2010

01.04.2009 to
Dr. Dharmendra Bhandari 4 3
31.03.2010

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 number of requests/complaints received and resolved during the year are
as under

Received during the Resolved during the Pending as on

Pending as on 01.04.2009
year yea 31.03.2010

13 8786 8775 24

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

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

Besides the Shareholders’ / Investors’ Grievances Committee, the Bank has constituted a
Share Transfer Committee comprising of Chairman and Managing Director, Executive
Directors, -2- General Managers and Deputy General Manager (Legal) as members. The
Committee meets at least once in 15 days to effect transfer of Shares / Bonds. The
Committee met 37 times during the Financial Year 2009-10, on the following dates:

15.04.2009 21.04.2009 06.05.2009 08.05.2009 26.05.2009 03.06.2009

06.06.2009 22.06.2009 27.06.2009 29.06.2009 15.07.2009 25.07.2009

30.07.2009 08.08.2009 12.08.2009 25.08.2009 04.09.2009 22.09.2009

25.09.2009 15.10.2009 31.10.2009 09.11.2009 16.11.2009 23.11.2009

01.12.2009 12.12.2009 21.12.2009 04.01.2010 15.01.2010 28.01.2010

10.02.2010 16.02.2010 18.02.2010 03.03.2010 12.03.2010 19.03.2010

31.03.2010

4.5. Asset Liability Management & Risk Management Committee:

The Bank has constituted a Board level Risk Management Committee known as ‘Asset
Liability Management and Risk Management Committee’ to review and evaluate the
overall risks assumed by the Bank.

The Committee is headed by Chairman and Managing Director and its composition as on
31st March, 2010 is as under:

Shri M. D. Mallya - Chairman

Shri Rajiv Kumar Bakshi - Member

Shri N. S. Srinath - Member

Shri A. Somasundaram - Member

Dr. Dharmendra Bhandari - Member

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

02.07.2009 29.08.2009 05.12.2009 05.03.2010

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

Meetings held
Name of the Director Period during their Meetings attended
tenure

Shri M. D. Mallya 01.04.2009 to 31.03.2010 4 4

Shri V. Santhanaraman 01.04.2009 to 31.08.2009 2 2

Shri Rajiv Kumar Bakshi 01.04.2009 to 31.03.2010 4 4

Shri N. S. Srinath 07.12.2009 to 31.03.2010 1 1

Shri A. Somasundaram 01.04.2009 to 31.03.2010 4 3

Dr Dharmendra Bhandari 01.04.2009 to 31.03.2010 4 2

The Bank has set up an appropriate risk management architecture, comprising Risk
Management Organizational Structure, Risk Principles, Risk Processes, Risk Control and
Risk Audit, all with a view to ideally identify, manage, monitor and control various
categories of risks, viz. Credit Risk, Market Risk and Operational Risk, etc. 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 :
(a) Customer Service Committee of the Board

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

Committee'. The Committee has the following members as on 31st March, 2010:
1.Shri M. D. Mallya - Chairman and Managing Director
2. Shri Rajiv Kumar Bakshi - Executive Director
3.Shri N. S. Srinath - Executive Director
4. Shri A. Somasundaram - Member
5. Dr. (Smt.) Masarrat Shahid - Member
The functions of the Committee include creating a platform for making suggestions and
innovative measures for enhancing the quality of customer services and improving the
level of satisfaction for all categories of clientele at all times, which inter-alia 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 2009-10, the Committee met four times on the following
dates:

22.06.2009 29.08.2009 05.12.2009 05.03.2010

The details of attendance of the Directors are as under:

Meetings held during

Name of the Director Period theperiod of their Meetings attended
tenure

01.04.2009 to
Shri M. D. Mallya 4 4
31.03.2010

01.04.2009 to
Shri V. Santhanaraman 2 2
31.08.2009

Shri Rajiv Kumar 01.04.2009 to

4 4
Bakshi 31.03.2010

07.12.2009 to
Shri N. S. Srinath 1 1
31.03.2010

01.04.2009 to
Shri A. Somasundaram 4 3
31.03.2010

Dr. (Smt.) Masarrat 24.11.2009 to

2 1
Shahid 31.03.2010

(b) Standing Committee on Customer Service:

Besides, the Sub Committee of the Board as aforesaid, the Bank has also set up a
Standing Committee on Procedures and Performance Audit on Customer Services having
four General Managers of the Bank and three other eminent public personalities as
members, as per the guidelines of Reserve Bank of India. The Committee is chaired by
the Executive Director of the Bank.

This Committee has been set up to focus on the banking services available to the public at
large and focusing on the need to (i) benchmark the current level of service, (ii) review
the progress periodically, (iii) enhance the timeliness and quality, (iv) rationalize the
processes taking into account technological developments, and (v) suggest appropriate
incentives to facilitate change on an ongoing basis.
4.7 Remuneration Committee :
Government of India announced Performance Linked Incentives for Whole Time
Directors of Public Sector Banks vide Notification No.F No.20/1/2005-BO.I dated 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 as on 31st March, 2010 is as under :

Shri Alok Nigam

Shri A. Somasundaram

Dr. Dharmendra Bhandari

During the Financial Year 2009-10, the Committee met once on 11th May, 2009 wherein
all members were present. In terms of the aforesaid notification, the Committee decided
to pay incentives for the Financial Year 2008-09 to the following Directors as per details
given below:
(Amount in Rupees)

Performance Linked
Sr.
Name Designation Incentives for the Financial
No
Year 2008- 09 (Rs.)

Chairman and Managing

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

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

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

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

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

4.8 Nomination Committee ::
Reserve Bank of India has laid down "Fit and Proper" criteria to be fulfilled by persons to
be elected as directors on the Boards of the Nationalized Banks under the provisions of
Section 9(3)(i) of Banking Companies (Acquisition and Transfer of Undertakings) Act,
1970/80. In terms of the guidelines issued by Reserve Bank of India, a Nomination
Committee is required to be constituted consisting of a minimum of three directors (all
independent/non executive directors) from amongst the Board of Directors. In
compliance of the said directives, a “Nomination Committee” has been constituted.
The composition of the Committee as on 31.03.2010 is as under:

Shri Alok Nigam

Shri A. Somasundaram

Dr. Atul Agarwal Vaishnav

Dr. (Smt.) Masarrat Shahid

During the Financial Year 2009-10, the Committee met once on 26th May, 2009, wherein
all the members were present. The meeting was convened to ascertain Fit and Proper
status of the elected Shareholder Directors as per RBI guidelines in respect of 3 directors
under this category namely (i) Dr. Dharmendra Bhandari, (ii) Dr. Deepak B. Phatak and
(iii) Shri Maulin A. Vaishnav. The Committee found all of them “Fit and Proper”.
4.9 Committee of Directors:

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

nominee Directors of Government of India and Reserve Bank of India has been formed
for dealing with the promotions at senior level. This Committee also deals with review of
vigilance disciplinary cases and departmental enquiries.

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

(i) Shri M. D. Mallya

(ii) Shri Alok Nigam
(iii) Shri A. Somasundaram
The Committee met 7 times during the Financial Year 2009-10 on the following dates:

26.05.2009 07.08.2009 29.08.2009 05.09.2009 06.01.2010 27.01.2010 20.02.2010

The details of attendance of directors are as under:

Meetings
Meetings
Name held during
Attended
their tenure

Shri M. D. Mallya 7 7

Shri Amitabh Verma 4 4

Shri A. Somasundaram 7 7

Shri Alok Nigam 3 3

4.10 Committee on High Value Frauds:

Reserve Bank of India vide its letter
No.RBI/2004.5.DBS.FGV(F)No.1004/23.04.01A/2003-4 dated 14th January, 2004
informed about the delay in various aspects of frauds like detection, reporting to
regulatory and enforcement agencies and action against the perpetrators of the frauds. It
was therefore, suggested to constitute a Sub-committee of the Board, which would be
exclusively dedicated to monitor and follow up of fraud cases of Rs.1.00 crore and above.
The Audit committee of the Board will continue to monitor all the cases of frauds in
general.

The major functions of the Committee, inter-alia, include monitoring and review of all
the frauds of Rs.1.00 crore and above so as to: (a) identify the systemic lacunae if any
that facilitated perpetration of the fraud and put in place measures to plug the same (b)
identify the reasons for delay in detection, if any, reporting to top management of the
Bank and RBI (c) monitor progress of CBI/Police investigation and recovery position (d)
ensure that staff accountability is examined at all levels in all the cases of frauds and staff
side action, if required, is completed quickly without loss of time (e) review the 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 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, 2010 is as under:

(i) Shri M. D. Mallya
(ii) Shri Alok Nigam
(iii) Dr. Atul Agarwal
(iv) Dr. Deepak B. Phatak
(v) Shri Maulin A. Vaishnav
The Committee met 4 times during the Financial Year 2009-10 as per the details below:

26.05.2009 29.08.2009 05.12.2009 05.03.2010

The details of attendance of directors are as under:

Name Meetings held during their tenure Meetings Attended

Shri M. D. Mallya 4 4

Shri Amitabh Verma 3 2

Dr. Atul Agarwal 4 4

Dr. Deepak B. Phatak 4 2

Shri Maulin A. Vaishnav 4 4

Shri Alok Nigam 1 0

5. REMUNERATION OF DIRECTORS: :
The remuneration including travelling and halting expenses to Non-Executive Directors
which are being paid as stipulated by the Central Government in consultation with
Reserve Bank of India from time to time in terms of Clause 17 of the Nationalized Banks
(Management and Miscellaneous Provisions) Scheme, 1970 (as amended).

The Chairman & Managing Director and Executive Directors are being 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 including Arrears paid during the Financial Year 2009-10:

Sr. Amount
Name Designation
No (Rs.)

Chairman and Managing

1 Shri M. D. Mallya 16,09,398
Director

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

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

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

Performance Linked Incentives paid during 2009-10:

Sr. Performance Linked Incentives for the

Name Designation
No Financial Year 2008-09 (Rs.)

Shri M. D. Chairman and

1 7,21,096
Mallya* Managing Director

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

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

Shri Rajiv Kumar

4 Executive Director 2,60,000
Bakshi *

5 Shri N. S. Srinath Executive Director Nil

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

The Sitting Fee paid to the Non-Executive Directors during the Year 2009-10 is as under:
(No sitting fee is payable to whole time directors and director representing Government.
of India) :

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

1 Shri A. Somasundaram 1,95,000

2 Shri Milind N. Nadkarni 1,02,500

3 Shri Ranjit Kumar Chatterjee 1,12,500

4 Shri Amarjit Chopra 80,000

5 Dr. Atul Agarwal 1,40,000

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

7 Dr. Dharmendra Bhandari 95,000

8 Dr. Deepak B. Phatak 82,500

9 Shri Maulin A. Vaishnav 1,30,000

6. GENERAL BODY MEETINGS :

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

Nature of
Date & Time Venue Purpose
Meeting

To discuss, approve and adopt

the Balance Sheet of the Bank
as on 31st March 2007, Profit
& Loss Account for the year
Prof. C.C. Mehta
ended 31st March 2007, the
Auditorium, General
11th Annual 04th July, 2007 Report of Board of Directors
Education Centre, Maharaja
General Meeting at 10.00 a.m. on the working and activities
Sayajirao University of
of the Bank and the Auditors’
Baroda, Vadodara 390 002
Report on the Balance Sheet
and Accounts and to declare
Final Dividend for the year
2006-07.

12th Annual 28th July, 2008 Prof. C.C. Mehta
General Meeting at 10.30 a.m. Auditorium, General
Education Centre, Maharaja
Sayajirao 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.

Election of three Directors

from amongst Shareholders
other than Central
Prof. C.C. Mehta
Government in pursuance of
23rd December, Auditorium, General
Extra Ordinary Section 9(3)(i) of the Banking
2008 Education Centre, Maharaja
General Meeting Companies (Acquisition and
at 10.00 a.m. Sayajirao University of
Transfer of Undertakings)
Baroda, Vadodara 390 002
Act, 1970 and Bank of Baroda
General (Shares and
Meetings) Regulations 1998.

To discuss, approve and adopt

the Balance Sheet of the Bank
as at 31st March, 2009, Profit
and Loss Account for the year
ended 31st March, 2009, the
Prof. C.C. Mehta
report of the Board of
Auditorium, General
13th Annual 2nd July, 2009 Directors on the working and
Education Centre, Maharaja
General Meeting At 10.30 a.m. activities of the Bank for the
Sayajirao University of
period covered by the
Baroda, Vadodara 390 002
Accounts and the Auditors’
Report on the Balance Sheet
and Accounts and to declare
Dividend for the year 2008 –
09.

7. DISCLOSURES :

a) There is no materially significant Related Party Transaction that may have potential
conflict with the interests of the Bank at large.
b) Income by way of Fees, Commission other than on Government Business,
Commission on Guarantees, LCs, Exchange, Brokerage, Interest on overdue Bills,
Advance Bills and Interest earned on Tax Refunds are accounted for on realization basis.
c) Dividend on Shares in Subsidiaries, Joint Ventures and Associates is accounted on
actual realization basis.
d) No penalties and strictures have been imposed on the Bank by the Stock Exchange and
/or SEBI for non-compliance of any law, guidelines and directives, on any matters related
to capital markets, during the last three years.
e) As on date, the Central Vigilance Commission’s Whistle Blower Policy in toto is in
place.
f) Directors have disclosed that they have no relationship between directors inter se as on
31st March 2010.
8. MANDATORY AND NON-MANDATORY REQUIREMENTS:

The Bank has complied with all the applicable mandatory requirements as provided 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.
Non-mandatory requirement Status of Implementation
No

Non-executive Chairman to maintain

Not Applicable, since the Chairman’s position is
1. Chairman’s Office at company’s
Executive.
expense.

Board to set-up a Remuneration Not applicable, as Executive Directors draw salary

Committee to formulate company’s as fixed by the Government of India. However a
2. remuneration policy on specific Remuneration Committee is in operation to
remuneration package for Executive consider Performance Linked Incentive in terms of
Directors. guidelines issued by the Central Government.

The Bank has sent half-yearly financial results for

Half-yearly declaration of financial
the half year ended 30.09.2009 including summary
performance including summary of
3. of significant developments during last six months
significant events in last six months to
to each shareholder. Besides the financial results
be sent to shareholders.
are posted on Bank’s website.

Company may move towards regime of The Bank has initiated steps for moving towards
4.
unqualified financial statements. achieving unqualified financial statements.

Company may train Board Members in
the Business Model of the Company as
well as risk profile of the business
5.
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.

A Nomination Committee has been constituted in

The evaluation of performance of non-
terms of Reserve Bank of India Guidelines and the
executive Directors by other members of
elected directors under clause 9(3)(i) of The
6. the Board and to decide to continue or
Banking Companies (Acquisition & Transfer of
otherwise of the Directorship of the non-
Undertakings) Act, 1970 are subject to
executive Directors.
determination of fit & proper status.

7. The Company to establish the Whistle As on date, the Central Vigilance Commission’s
Blower Policy for reporting management
 concerns about unethical behaviors,
Whistle Blower Policy in toto is in place.
actual or suspected fraud, etc.

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

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, 2010 the Bank has 364266500 Number of Equity Shares of which
354905345 Shares are held in dematerialized form, as per the detail given below.

Nature of Holding Number of shares Percentage

Physical 9361155 2.57

Dematerialized 354905345 97.43

Total 364266500 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
2010.

10.2 Electronic Clearing Services (ECS) :

Electronic Clearing Services (ECS) 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/
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 affected within a period of one
month 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 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
1st Floor, Baroda Corporate Centre,
C-26, G-Block, Bandra-Kurla Complex
Bandra (East), Mumbai - 400 051.
Telephone : (022) 66985000, 6698 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)
11. 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 has first assigned the
rating of ‘CGR2’ (pronounced as CGR 2) in July 2004, which has been reaffirmed at the
same level i.e. CGR2 in February 2006, September 2007 and April 2010. This is on a
rating scale of CGR1 to CGR6 where CGR1 denotes the highest rating. The CGR2 rating
implies that in ICRA’s current opinion, the Bank has adopted and follows such practices,
convention and codes as would provide its financial stakeholders including the
depositors, a high level of assurance on the quality of Corporate Governance. The rating
reflects Bank’s transparent ownership structure, well-defined executive management
structure, satisfactory risk management practices, transparency in appointment and
functioning of the Board and Senior Management and an elaborate audit function, carried
out both by its Inspection Division and independent audit firms.
12. Financial Calendar

Financial Year 1st April, 2009 to 31st March, 2010

Board Meeting for considering of Accounts (Standalone)

and 28th April 2010
recommendation of dividend.

Board Meeting for considering of Accounts

25th May 2010
(Consolidated).

Submission of audited statement of accounts to RBI. 29th May 2010

Date, Time & Venue of the 14th AGM 5th July 2010 at 10.30 a.m.
Prof. C.C.Mehta Auditorium,
 General Education Centre,
The Maharaja Sayajirao
University of Baroda,
Vadodara - 390002

Posting of Annual Report 5th to 8th June 2010

26th June to 5th July 2010

Book Closure dates
(Both days inclusive)

Last Date for receipt of Proxy Forms 30th June 2010

Probable date of dispatch of warrants for Dividend Before 12th July 2010

Payment date - Dividend 12th July 2010

13. Shareholding Pattern as on 31st March 2010

Sr. No. Description No. of Share Holders Shares % To Equity

1. Govt. of India (Promoters) 1 196000000 53.81

2. Mutual Funds/UTI 117 33048589 9.07

3. Financial Institutions / Banks 18 23292 0.01

4. Insurance Companies 18 33037295 9.07

5. Foreign Institutional Investors 284 60212405 16.53

6. Bodies Corporate 1503 17749814 4.87

7. Resident Individuals 158910 21688947 5.95

8. Non Resident Indians 3168 2105294 0.58

9. Overseas Corporate Bodies 4 22100 0.01

10. Trusts 19 31105 0.01

11. Clearing Members 186 347659 0.09

Total 164228 364266500 100.00

14. Status Of Shares Lying In Escrow/Suspense Account as on 31st March 2010

Opening No. of Shares Closing

 requests
credited
received Balance as
Balance as during the
during the on 31st
on Financial
Financial March
01.04.2009 Year 2009-
Year 2009- 2010
10
10

Cases Shares Cases Cases Shares Cases Shares

319 34810 97 51 4609 268 30201*

*The voting rights on these shares shall remain frozen till the rightful owner of such
shares claims the shares.
15. Distribution of Shareholders - Categorywise as on 31st March 2010

No. of % of Amount(Face % of
Category Total Shares
Cases Cases Value) Amount

1 - 5000 160654 97.82% 18052035 180520350 4.96

5001 - 10000 2080 1.27% 1687514 16875140 0.46

10001 - 20000 630 0.38% 976445 9764450 0.27

20001 - 30000 165 0.10% 429066 4290660 0.12

30001 - 40000 95 0.06% 345291 3452910 0.09

40001 - 50000 64 0.04% 310726 3107260 0.09

50001 - 100000 112 0.07% 866199 8661990 0.24

100001 & Above 428 0.26% 341599224 3415992240 93.78

TOTAL 164228 100 % 364266500 3642665000 100

16. Geographical (State Wise) Distribution of Shareholders as at 31st March 2010

% (No. of
Sr. No. State Cases Shares
Shares)

1. ANDHRA PRADESH 6428 918450 0.25

2. ARUNACHAL PRADESH 14 1774 0.00

3. ASSAM 445 55897 0.02

4. BIHAR 2502 288732 0.08

5. CHANDIGARH 418 74280 0.02

6. DELHI 7385 197166186 54.13

7. GOA 1388 201032 0.06

8. GUJARAT 42021 5505354 1.51

9. HARAYANA 1880 233720 0.06

10. HIMACHAL PRADESH 246 26051 0.01

11. JUMMU & KASHMIR 197 24982 0.01

12. KARNATAKA 6861 2180168 0.60

13. KERALA 2707 418856 0.11

14. MADHYA PRADESH 4779 695876 0.19

15. MAHARASHTRA 41331 148563258 40.78

16. MEGHALAYA 95 13623 0.00

17. NAGALAND 111 24722 0.01

18. ORISSA 989 107418 0.03

19. PUNJAB 1547 208377 0.06

20. RAJASTHAN 10845 1334620 0.37

21. TAMIL NADU 10979 1902801 0.52

22. TRIPURA 122 16967 0.00

23. UTTAR PRADESH 12521 1707874 0.47

24. WEST BENGAL 5070 1009944 0.28

25. OTHERS 3347 1585538 0.43

Total 164228 364266500 100.00

17. Share Price, Volume of Shares Traded in Stock Exchanges (From 01.04.2009 to
31.03.2010)

Month National Bombay

Stock Stock
Exchange of Exchange
India
 Limited
Ltd. (BSE)
(NSE)

Volume Volume
Highest Highest Lowest
Low Traded Traded
(Rs.) (Rs.) (Rs.)
(Nos.) (Nos.)

APR 2009 334.70 226.00 29115650 334.80 227.10 6194430

MAY 2009 475.00 314.00 28435165 464.30 314.00 7081233

JUN 2009 485.00 400.00 20355878 463.00 400.00 4252091

JUL 2009 462.00 360.00 14646676 454.00 371.10 3191359

AUG 2009 448.00 402.75 10299893 445.00 406.40 1741414

SEP 2009 495.95 424.00 13066090 496.00 381.00 2458227

OCT 2009 549.90 455.25 14535374 548.00 461.00 3586767

NOV 2009 563.50 490.20 17016249 563.00 498.20 3237065

DEC 2009 541.80 489.05 15002263 540.85 488.50 2636695

JAN 2010 589.90 505.55 15829297 589.00 508.00 1763342

FEB 2010 606.80 537.70 15982025 605.00 546.40 2326137

MAR 2010 654.70 586.15 15492065 653.00 585.00 2225977

Profile of Directors Appointed During the Financial Year 2009-10

18.1 Shri N. S. Srinath

NAME Shri N. S. Srinath

ADDRESS Bank of Baroda

C-26, "G" Block, Bandra Kurla

Complex,
Bandra (East), MUMBAI - 400 051

DATE OF BIRTH 10.05.1952

AGE 57 Years

QUALIFICATIONS 1) B. Sc.
 2) LL. B.
3) CAIIB

NATURE OF APPOINTMENT AS DIRECTOR Appointed as a whole time director (designated as Exec

07.12.2009 by the Central Government u/s 9 (3) (a) of t
(Acquisition and Transfer of Undertakings) Act, 1970, t
31.05.2012 i.e. the last date of the month in which he w
superannuation or until further orders, whichever is earl

Shri N. S. Srinath, has joined as Executive Director of t

2009. He is a Science Graduate with a Law degree. He
qualified banker with CAIIB. He brings with him rich e
Bank in the areas of Information Technology, Projects,
Development, besides Banking Operations.
EXPERIENCE
He has been instrumental in implementing ERP solution
deep insight into leveraging technology and optimizatio
Management.
Before joining Bank of Baroda, he was General Manage
Corporate Office.

Directorship or Committee Positions held in other He is also a Director on the Board of Bank of Baroda (T
Companies Limited.

No. of Shares held in Bank of Baroda NIL

18.2 Shri Alok Nigam, I.A.S.

NAME Shri Alok Nigam, I.A.S.

Joint Secretary (BO)

Government of India
Ministry of Finance, Department of
ADDRESS Financial Services
Jeewan Deep Building
3rd Floor, Sansad Marg
New Delhi - 110 001

DATE OF BIRTH 18.11.1961

AGE 48 Years

QUALIFICATIONS M. A. (Mathematics)

NATURE OF APPOINTMENT AS DIRECTOR Nominated as a Director w.e.f. 9.12.2009 by the Centra

of the Banking Companies (Acquisition and Transfer of
to hold the post until further orders.

EXPERIENCE Shri Alok Nigam, I A S Officer of 1986 batch is at pres

 the Ministry of Finance, Department of Financial Servic
Mathematics and also holds a post-graduate degree in M
Psychology.He is appointed on the Board of our Bank f
He brings with him rich experience having worked in va
and Central Government.

Directorship or Committee Positions held in other Directorship:

Companies 1. National Housing Bank
2. NABARD
Committee Positions:
NIL

No. of Shares held in Bank of Baroda NIL

18.3 Dr. (Smt.) Masarrat Shahid

NAME Dr. (Smt.) Masarrat Shahid

AB-54, NRI Colony Road

ADDRESS 1st Koh – E – Fiza, Ahmdabad Palace,
Bhopal - 462 001

DATE OF BIRTH 06.03.1955

AGE 55 Years

1) M. Sc. (Botany)
QUALIFICATIONS 2) B. Ed.
3) M.B.E.H.

NATURE OF APPOINTMENT AS DIRECTOR Nominated as a part time non- official director w.e.f. 29.
Government of India u/s 9 (3) (h) of the Banking Compa
Transfer of Undertaking) Act, 1970 for a second term of
orders, whichever is earlier.

EXPERIENCE Dr. (Smt.) Shahid has been appointed on the Board of th

official Director, for a second term of 3 years from 29th
She has a strong academic background with M.Sc. (Bota
She is an active Social Worker and is a public leader. Sh
the Community and has rich experience in the political l
rich and varied administrative experience of having led v
corporations of the State. She also worked for increasing
hinterland. She has headed many Committees working f
women and has also been holding key positions in social

Directorship or Committee Positions held in other

NIL
Companies
No. of Shares held in Bank of Baroda NIL

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 2010, 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
For A. Sachdev & Co. For Gupta Nayar & Co For Ashwani &Associates
Chartered Accountants Chartered Accountants Chartered Accountants
(K. G. Bansal) (Satyabhama Gupta) (Aditya Kumar)
Partner Partner Partner
M. No.94274 M. No.073295 M. No. 506955
FRN : 001307C FRN : 008376N FRN : 000497N

For S. K. Kapoor & Co. For N. C. Banerjee & Co. For Haribhakti & Co.
Chartered Accountants Chartered Accountants Chartered Accountants
(V. B. Singh) (M. C. Kodali) (Rakesh Rathi)
Partner Partner Partner
M. No. 073124 M. No. 056514 M. No. 045228
FRN : 000745C FRN : 302081E FRN : 103523W

Place : MUMBAI
Date :25th May 2010
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, 2010 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 : 25th May 2010