Code of Conduct

1.   BANK'S PHILOSOPHY ON CODE OF GOVERNANCE : The Bank shall continue its endeavour to enhance its shareholders’ value by protecting their interest by ensuring performance at all levels, and maximizing returns with optimal use of resources in 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 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 (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 and Transfer of Undertakings) Act, 1970, as amended and the Nationalized Banks (Management and Miscellaneous Provisions) Scheme, 1970, as amended.

The composition of Board of Directors of the Bank as on 31st March, 2010 is as under:

Sr. No Name Position Held No. of equity shares of the Bank held as on 31.03.2010 No. of member ship in Sub Committees of the Bank No. of Directorship held in other Companies i.e. Other than the Bank. No of Membership/ Chairmanship held in Sub Committees of the Board in Other Companies Remarks (nature of appointment in the Bank / other Companies) 1. Shri M. D. Mallya Chairman and Managing Director Nil 5 9 5 Appointed as the Chairman and Managing Director of the Bank w.e.f. 07.05.2008 by the Central Government u/s 9 (3) (a) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 to hold the post till 30.11.2012 i.e. his date of superannuation 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) Agricultural Finance Corpn. Ltd. (iv) Baroda Pioneer Asset Management Co. Ltd. (v) IndiaFirst Life Insurance Co. Ltd. - (Chairman) (vi) BOBCARDS 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 Remuneration Committee of The New India Assurance Co. Ltd., and a member in the Audit Committee and Management 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 Management (NIBM) (ii) Institute of Banking Personnel Selection (IBPS) (iii) Indian Institute of Banking & Finance (iv) Deputy Chairman, Indian Banks’ Association (IBA) 2. Shri Rajiv Kumar Bakshi Executive Director(Executive) Nil 5 5 2 Appointed as a whole time director (designated as Executive Director) w.e.f. 06.11.2008 by the Central Government u/s 9 (3) (a) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, to hold the post up to 31.10.2012 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 (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 N. S. Srinath Executive Director(Executive) Nil 5 1 Nil Appointed as a whole time director (designated as Executive Director) w.e.f. 07.12.2009 by the Central Government u/s 9 (3) (a) of the Banking Companies (Acquisition and Transfer of Undertakings) 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 superannuation 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 Alok Nigam,IAS Director (Non Executive)Representing Central Government Nil 5 2 Nil Nominated as a Director w.e.f. 09.12.2009 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 Housing Bank (NHB) (ii) National Bank for Agriculture and Rural Development (NABARD) 5. Shri A. Somasundaram Director (Non Executive)Recommend-ed by RBI Nil 7 Nil Nil Nominated as a Director w.e.f. 27.02.2007 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. 6. Shri Milind N. Nadkarni Director (Non Executive) Representing Workmen 100 2 Nil Nil Appointed as a Workmen Employee Director w.e.f. 01.05.2007 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. 7 Shri Ranjit Kumar Chatterjee Director (Non Executive) Representing Non-Workmen 710 1 Nil Nil Nominated as Officer Employee Director w.e.f. 20.12.2007 by the Central Government u/s 9 (3) (f) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 for a period of three years or till he ceases to be officer of Bank of Baroda or until further orders, whichever is earlier. 8. Dr. Atul Agarwal Director(Non Executive) 200 4 1 Nil Nominated as part time non-official director w.e.f. 23.11.2007 by the Central Government u/s 9 (3) (h) of The Banking Companies (Acquisition and Transfer of Undertakings) 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 Accountants, Kanpur. 9. Dr.(Smt.) Masarrat Shahid Director(Non Executive) Nil 3 Nil Nil Nominated as a part time non- official director w.e.f. 29.10.2009 by the Government of India u/s 9 (3) (h) of the Banking Companies (Acquisition and Transfer of Undertaking) 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. Dharmendra Bhandari Director(Non Executive) Elected from amongst Shareholders, other than Central Government 600 3 3 1 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 23.12.2008 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 Accountants. He has held the position of a Director of the Bank elected by Shareholders other than Central Government w.e.f. 16.11.1999 to 15.11.2002 and w.e.f.16.11.2005 to 15.11.2008. 11. Dr. Deepak B. Phatak Director(Non Executive) Elected from amongst Shareholders, other than Central Government 100 1 1 2 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 23.12.2008 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 Management 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 Management (NIBM) He also held the position of a Director of the Bank elected by Shareholders other than Central Government w.e.f.16.11.2005 to 15.11.2008. 12. Shri Maulin A. Vaishnav Director(Non Executive) Elected from amongst Shareholders, other than Central Government 125 3 Nil Nil 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 23.12.2008 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 Government under section 9 (3) (h) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, which he ceased to hold w.e.f. 28.11.2008 consequent upon his resignation.

2.2 Appointment / Cessation of Directors During The Year : Shri N. S. Srinath, was appointed by the Central Government as whole time Director, designated as Executive Director on 07th December 2009, under section 9(3) (a) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, to hold the position till 31st May, 2012 or until further orders, whichever is earlier. He was appointed consequent upon Shri V. Santhanaraman, ceasing to be a Director on his attaining superannuation on 31st August 2009. Shri Alok Nigam, IAS was nominated by the Central Government as a Director on 09th December 2009 under section 9(3) (b) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 representing the Central Government 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 Government. Dr. (Smt.) Masarrat Shahid was nominated by the Central Government, as a part time non-official Director on 29th October, 2009 under section 9(3) (h) of the Banking Companies (Acquisition and Transfer of Undertakings) 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 Government under section 9 (3) (g) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, ceased to be a Director on 12th October 2009, on the expiry of his term of appointment.

2.3 BOARD MEETINGS: 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 Nationalized Banks (Management and Miscellaneous Provisions) Scheme, 1970.

27.04.2009 28.04.2009 26.05.2009 02.07.2009 20.07.2009 27.07.2009 28.08.2009 29.09.2009 27.10. 2009 28.10.2009 24.11.2009 06.01.2010 27.01.2010 05.03. 2010 19.03.2010

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 M. D. Mallya 01.04.2009 to 31.03.2010 15 15 Shri V. Santhanaraman 01.04.2009 to 31.08.2009 7 7 Shri Rajiv Kumar Bakshi 01.04.2009 to 31.03.2010 15 15 Shri N. S. Srinath 07.12.2009 to 31.03.2010 4 4 Shri Amitabh Verma 01.04.2009 to 08.12.2009 11 2 Shri Alok Nigam 09.12.2009 to 31.03.2010 4 3 Shri A. Somasundaram 01.04.2009 to 31.03.2010 15 14 Shri Milind N. Nadkarni 01.04.2009 to 31.03.2010 15 13 Shri Ranjit Kumar Chatterjee 01.04.2009 to 31.03.2010 15 15 Shri Amarjit Chopra 01.04.2009 to 12.10.2009 8 6 Dr. Atul Agarwal 01.04.2009 to 31.03.2010 15 12 Dr. (Smt.) Masarrat Shahid 29.10.2009 to 31.03.2010 5 4 Dr. Dharmendra Bhandari 01.04.2009 to 31.03.2010 15 11 Dr. Deepak B. Phatak 01.04.2009 to 31.03.2010 15 10 Shri Maulin A. Vaishnav 01.04.2009 to 31.03.2010 15 14

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 Thursday, 2nd July, 2009 at Vadodara, where the following Directors were present.

1. Shri M. D. Mallya - Chairman & Managing Director 2. Shri V. Santhanaraman - Executive Director 3.Shri Rajiv Kumar Bakshi - Executive Director 4. Shri A. Somasundaram - Director 5. Shri Milind N. Nadkarni - Director (Workmen) 6.Shri Ranjit Kumar Chatterjee - Director (Non-workmen) 7. Shri Amarjit Chopra - Director (Chairman-ACB) 8. Dr. Atul Agarwal - Director 9. Shri Maulin A. Vaishnav - Director - Representing Shareholders, other than Central Government

4. COMMITTEE OF DIRECTORS / EXECUTIVES :

The Board of Directors of the Bank has constituted various Committees of Directors and / or Executives to look into different areas of strategic importance in terms of Reserve Bank of India and Government of India guidelines on Corporate Governance and Risk Management. The important Committees of the Board are as under:

i) Management Committee of the Board
ii) Audit Committee of Board (ACB) (ACB)
iii) Shareholders’ / Investors’ Grievances Committee
iv) Share Transfer Committee
v) Asset Liability Management & Risk Management Committee
vi) Customer Service Committees Committee
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

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

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:

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

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

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

Sr. No	Name of the Director	Period	Meeting held during their tenure	Meeting attended
1.	Shri Amarjit Chopra	01.04.2009 to 12.10.2009	7	7
2.	Shri V. Santhanaraman	01.04.2009 to 31.08.2009	6	6
3.	Shri Rajiv Kumar Bakshi	01.04.2009 to 31.03.2010	12	11
4.	Shri N. S. Srinath	07.12.2009 to 31.03.2010	2	2
5.	Shri Amitabh Verma	01.04.2009 to 09.12.2009	10	3
6.	Shri Alok Nigam	09.12.2009 to 31.03.2010	2	1
7.	Shri A. Somasundaram	01.04.2009 to 31.03.2010	12	11
8.	Dr Atul Agarwal	01.04.2009 to 31.03.2010	12	11
9.	Shri Maulin A . Vaishnav	28.10.2009 to 31.03.2010	5	5

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

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

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

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:

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:

Name of the Director	Period	Meetings held during their tenure	Meetings attended
Shri M. D. Mallya	01.04.2009 to 31.03.2010	4	4
Shri V. Santhanaraman	01.04.2009 to 31.08.2009	2	2
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 T.K.Balasubramanian – Director

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:

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 :

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

(Amount in Rupees)

Sr. No	Name	Designation	Performance Linked Incentives for the Financial Year 2008- 09 (Rs.)
1	Shri M. D. Mallya *	Chairman and Managing Director	7,21,096
2	Shri V. Santhanaraman	Executive Director	6,50,000
3	Shri Satish C. Gupta *	Executive Director	3,90,000
4	Shri Rajiv Kumar Bakshi *	Executive Director	2,60,000

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

4.8 Nomination Committee ::

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

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:

The details of attendance of directors are as under:

4.10 Committee on Large 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:

The details of attendance of directors are as under:

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. No	Name	Designation	Amount (Rs.)
1	Shri M. D. Mallya	Chairman and Managing Director	16,09,398
2	Shri V. Santhanaraman (Up to 31.08.2009)	Executive Director	12,24,019
3	Shri Rajiv Kumar Bakshi	Executive Director	11,33,184
4	Shri N. S. Srinath (From 07.12.2009)	Executive Director	3,20,093

Performance Linked Incentives paid during 2009-10:

Sr.No	Name	Designation	Performance Linked Incentives for the Financial Year 2008-09 (Rs.)
1	Shri M. D. Mallya*	Chairman and Managing Director	7,21,096
2	Shri V. Santhanaraman	Executive Director	6,50,000
3	Shri Satish C. Gupta*	Executive Director	3,90,000
4	Shri Rajiv Kumar Bakshi *	Executive Director	2,60,000
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 Meeting	Date & Time	Venue	Purpose
11th Annual General Meeting	04th July, 2007 at 10.00 a.m.	Prof. C.C. Mehta 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 2007, Profit & Loss Account for the year ended 31st March 2007, the Report of Board of Directors on the working and activities of the Bank and the Auditors’ Report on the Balance Sheet and Accounts and to declare Final Dividend for the year 2006-07.
12th Annual General Meeting	28th July, 2008 at 10.30 a.m.	Prof. C.C. Mehta Auditorium, General Education Centre, 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.
Extra Ordinary General Meeting	23rd December, 2008 at 10.00 a.m.	Prof. C.C. Mehta Auditorium, General Education Centre, Maharaja Sayajirao University of Baroda, Vadodara 390 002	Election of three Directors from amongst Shareholders other than Central Government in pursuance of Section 9(3)(i) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 and Bank of Baroda General (Shares and Meetings) Regulations 1998.
13th Annual General Meeting	2nd July, 2009 At 10.30 a.m.	Prof. C.C. Mehta Auditorium, General Education Centre, Maharaja Sayajirao University of Baroda, Vadodara 390 002	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 report of the Board of Directors on the working and activities of the Bank for the period covered by the 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:

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.

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 recommendation of dividend.	28th April 2010
Board Meeting for considering of Accounts (Consolidated).	25th May 2010
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
Book Closure dates	26th June to 5th July 2010 (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 Balance as on 01.04.2009		No. of requests received during the Financial Year 2009-10	Shares credited during the Financial Year 2009-10		Closing Balance as on 31st March 2010
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

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

Sr. No.	State	Cases	Shares	% (No. of 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 Stock Exchange of India Limited (NSE)			Bombay Stock Exchange Ltd. (BSE)
	Highest (Rs.)	Low	Volume Traded (Nos.)	Highest (Rs.)	Lowest (Rs.)	Volume Traded (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 Executive Director) w.e.f. 07.12.2009 by the Central Government u/s 9 (3) (a) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, to hold the post up to 31.05.2012 i.e. the last date of the month in which he would attain the age of superannuation or until further orders, whichever is earlier.
EXPERIENCE	Shri N. S. Srinath, has joined as Executive Director of the Bank on 7th December, 2009. He is a Science Graduate with a Law degree. He is a professionally qualified banker with CAIIB. He brings with him rich experience from Canara Bank in the areas of Information Technology, Projects, Human Resource Development, besides Banking Operations. He has been instrumental in implementing ERP solutions in Canara Bank and has deep insight into leveraging technology and optimization of Human Resource Management. Before joining Bank of Baroda, he was General Manager (HR) in Canara Bank at Corporate Office.
Directorship or Committee Positions held in other Companies	He is also a Director on the Board of Bank of Baroda (Trinidad & Tobago) 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.
ADDRESS	Joint Secretary (BO) Government of India Ministry of Finance, Department of 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 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.
EXPERIENCE	Shri Alok Nigam, I A S Officer of 1986 batch is at present Joint Secretary (BO) in the Ministry of Finance, Department of Financial Services.He is a graduate in Mathematics and also holds a post-graduate degree in Mathematics, Statistics & Psychology.He is appointed on the Board of our Bank from 9th December, 2009. He brings with him rich experience having worked in various departments of State and Central Government.
Directorship or Committee Positions held in other Companies	Directorship: 1. National Housing Bank 2. NABARD Committee Positions: NIL
No. of Shares held in Bank of Baroda	NIL

18.3 Dr. (Smt.) Masarrat Shahid

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

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