Bank of Baroda




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Report on Corporate Governance (2009-10)

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

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:

Name of the Director Period Meetings held during their tenure

Meetings attended

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 a
(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:

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 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:

Name of the Director

Period

Meetings held during the period of their tenure

Meetings attended

Shri Maulin A. Vaishnav 
Chairman of the Committee

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 Milind N. Nadkarni

01.04.2009 to 31.03.2010

4

4

Shri Ranjit Kumar Chatterjee

01.04.2009 to 31.03.2010

4

4

Dr. Dharmendra Bhandari

01.04.2009 to 31.03.2010

4

3

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

Pending as on 01.04.2009

Received during the year

Resolved during the yea

Pending as on 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:
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:

Name of the Director Period

Meetings held during theperiod of 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. (Smt.) Masarrat Shahid 24.11.2009 to 31.03.2010 2 1

(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)

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:

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:

Name

Meetings held during their tenure

Meetings Attended

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 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:

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. 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:

Sr. No Non-mandatory requirement Status of Implementation
1. Non-executive Chairman to maintain Chairman’s Office at company’s expense. Not Applicable, since the Chairman’s position is Executive.
2. Board to set-up a Remuneration Committee to formulate company’s remuneration policy on specific remuneration package for Executive Directors. Not applicable, as Executive Directors draw salary as fixed by the Government of India. However a Remuneration Committee is in operation to consider Performance Linked Incentive in terms of guidelines issued by the Central Government.
3. Half-yearly declaration of financial performance including summary of significant events in last six months to be sent to shareholders. The Bank has sent half-yearly financial results for the half year ended 30.09.2009 including summary of significant developments during last six months to each shareholder. Besides the financial results are posted on Bank’s website.
4. Company may move towards regime of unqualified financial statements. The Bank has initiated steps for moving towards achieving unqualified financial statements.
5. Company may train Board Members in the Business Model of the Company as well as risk profile of the business parameters of the company, the responsibilities as Director and the best way to discharge them. A complete overview of the Business Model and risk profile along with Code of Conduct adopted by the Board of Directors has been communicated to each member of the Board. The Bank nominates Directors for training at Centre for Advanced Financial Learning of RBI, Mumbai.
6. The evaluation of performance of non-executive Directors by other members of the Board and to decide to continue or otherwise of the Directorship of the non-executive Directors. A Nomination Committee has been constituted in terms of Reserve Bank of India Guidelines and the elected directors under clause 9(3)(i) of The Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970 are subject to determination of fit & proper status.
7. The Company to establish the Whistle Blower Policy for reporting management concerns about unethical behaviors, actual or suspected fraud, etc. As on date, the Central Vigilance Commission’s Whistle Blower Policy in toto is in place.

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
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

NAME

Dr. (Smt.) Masarrat Shahid

ADDRESS

AB-54, NRI Colony Road
1st Koh – E – Fiza, Ahmdabad Palace,
Bhopal - 462 001

DATE OF BIRTH

06.03.1955

AGE

55 Years

QUALIFICATIONS

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

NATURE OF APPOINTMENT AS DIRECTOR

Nominated as a part time non- official director w.e.f. 29.10.2009 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.

EXPERIENCE

Dr. (Smt.) Shahid has been appointed on the Board of the Bank, as a part-time non-official Director, for a second term of 3 years from 29th October, 2009.
She has a strong academic background with M.Sc. (Botany), B.Ed. and M.B.E.H.
She is an active Social Worker and is a public leader. She works for the welfare of the Community and has rich experience in the political life. She brings with her rich and varied administrative experience of having led various committees / corporations of the State. She also worked for increasing micro credit in the hinterland. She has headed many Committees working for the development of women and has also been holding key positions in social welfare board.

Directorship or Committee Positions held in other Companies

NIL

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
(K. G. Bansal)
Partner
M. No.94274
FRN : 001307C
Chartered Accountants
(Satyabhama Gupta)
Partner
M. No.073295
FRN : 008376N
Chartered Accountants
(Aditya Kumar)
Partner
M. No. 506955
FRN : 000497N
     
For S. K. Kapoor & Co.
Chartered Accountants
(V. B. Singh)
Partner
M. No. 073124
FRN : 000745C
For N. C. Banerjee & Co.
Chartered Accountants
(M. C. Kodali)
Partner
M. No. 056514
FRN : 302081E
For Haribhakti & Co.
Chartered Accountants
(Rakesh Rathi)
Partner
M. No. 045228
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


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