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

The composition of Board of Directors of the Bank as on 31st March, 2012 is as under:

Sr. No Name Position Held No. of equity shares of the Bank held as on 31.03.2012 No. of membership in Sub Committees of the Bank No. of Directorship held in other Companies i.e. Other than the Bank. No of Membership/Chairmanship held in Sub Committees of the Board in Other Companies Remarks (Nature of appointment in the Bank /other Companies) (As on 31.03.2012) 1. Shri M. D. Mallya Chairman and Managing Director NIL 7 10 6 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 office 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) Agricultural Finance Corpn. Ltd. (iii) Baroda Pioneer Asset Management Co. Ltd. (iv) IndiaFirst Life Insurance Co. Ltd. - (Chairman) (v) BOBCARDS Ltd. (vi) Bank of Baroda (Botswana) Ltd. (vii) Bank of Baroda (New Zealand) Ltd.- (Chairman) (viii) Bank of Baroda (Uganda) Ltd. (ix) India International Bank (Malaysia) BHD (w.e.f. 09.11.2011). (x) The New India Assurance Co. Ltd. He is also a member of the Audit Committee and Management Committee of the Board, Remuneration Committee of Export-Import Bank of India. He is also a member of Audit Committee, Investment Committee and Remuneration Committee of The New India Assurance Co. Ltd. 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) SEBI – Member Secondary Market (SMAC) Others: (i) Indian Banks’ Association (IBA) – Chairman (ii) Credit Guarantee Fund Trust for Micro and Small Enterprises (CGTMSE) - Member - Board of Trustees. 2. Shri Rajiv Kumar Bakshi Executive Director (Executive) 50 8 6 4 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 office 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.- (Chairman) (ii) Indo Zambia Bank Ltd. (iii) Bank of Baroda (Kenya) Ltd. – (Chairman) (iv) IndiaFirst Life Insurance Co. Ltd. (v) BOB Capital Markets Ltd. – (Chairman) (vi) National Payments Corporation of India. He is also member of Audit Committee of Bank of Baroda (Tanzania) Ltd. He is also a member of Loan Review Committee and Audit Committee of Indo Zambia Bank Ltd. He is Chairman of Policy Holders protection Committee of IndiaFirst Life Insurance Co. Ltd. 3. Shri N. S. Srinath Executive Director (Executive) NIL 8 3 2 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. -Chairman (ii) Bank of Baroda (Ghana) Ltd. – (Chairman) (iii) Central Registry under the Securitisation and Reconstruction of Financial Assets & Enforcement of Security Interest Act 2002 (CERSAI) He is Chairman of Nomination Committee of Bank of Baroda (Trinidad & Tobago) Ltd. He is also member of Audit Committee of Bank of Baroda (Ghana) Ltd. He is also a Member of: (i) Personnel Committee of IBA. 4. Shri Alok Nigam, IAS Director (Non Executive) Representing Central Government NIL 6 1 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) Central Registry under The Securitisation and Reconstruction of Financial Assets & Enforcement of Security Interest Act 2002 (CERSAI) 5. Shri Sudarshan Sen Director (Non Executive) Recommended by RBI NIL 5 NIL NIL Nominated as a Director w.e.f. 30.05.2011 by the Central Government u/s 9 (3) (c) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 to hold the post until further orders. 6. Shri Vinil Kumar Saxena Director (Non Executive) Representing Workmen 620 1 NIL NIL Appointed as a Workmen Employee Director w.e.f. 25.07.2011 by the Central Government u/s 9 (3) (e) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 for a period of three years or till he ceases to be workmen employee of Bank of Baroda or until further orders, whichever is earlier. 7 Shri V. B. Chavan Director (Non Executive ) Representing Officer Employees 490 NIL NIL NIL Nominated as Officer Employee Director w.e.f. 11.03.2011 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. Shri Ajay Mathur Director (Non Executive) 200 6 NIL NIL Nominated as a part time non- official director w.e.f. 05.05.2010 by the Government of India u/s 9 (3) (g) 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 Managing Partner in G.S. Mathur & Co., Chartered Accountants, New Delhi. 9. Dr.(Smt.) Masarrat Shahid Director (Non Executive) NIL 2 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 Undertakings) 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. Shri Satya Dev Tripathi Director ( Non Executive ) NIL 2 NIL NIL Nominated as a part time non- official director w.e.f. 31.08.2010 by the Government of India u/s 9 (3) (h) & (3-A) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 for a period of three years or until further orders, whichever is earlier. 11. Shri Maulin Arvind Vaishnav Director (Non Executive) Elected from amongst Shareholders, other than Central Government 125 3 NIL NIL Re-Elected as a Director by shareholders of the Bank other than the Central Government u/s 9 (3) (i) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 at the Extra Ordinary General Meeting held on 23.12.2011 for a period of 3 years from 24.12.2011 to 23.12.2014. Prior to his re-election, he was also a shareholder director of the Bank from 24.12.2008 to 23.12.2011. 12. Shri Surendra Singh Bhandari Director (Non Executive ) Elected from amongst Shareholders, other than Central Government 200 4 3 8 Elected as a Director by shareholders of the Bank other than the Central Government u/s 9 (3) (i) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 at the Extra Ordinary General Meeting held on 23.12.2011 for a period of 3 years from 24.12.2011 to 23.12.2014. He is also a Director on the Board of (i) Vaibhav Gems Ltd (ii) Asian Hotels (West) Ltd. (iii) Asian Hotels (East) Ltd. He is also member of Audit Committee, Remuneration Committee, Compensation Committee and Shareholders/Investor Grievances Committee of Vaibhav Gems Ltd. He is also member of Audit Committee and Remuneration Committee of Asian Hotels (West) Ltd. He is also member of Audit Committee and Remuneration Committee of Asian Hotels (East) Ltd. Senior Partner: M/s. S. Bhandari & Co., Chartered Accountants, Jaipur. 13. Shri Rajib Sekhar Sahoo Director ( Non Executive ) Elected from amongst Shareholders, other than Central Government 200 4 3 3 Elected as a Director by shareholders of the Bank other than the Central Government u/s 9 (3) (i) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 at the Extra Ordinary General Meeting held on 23.12.2011 for a period of 3 years from 24.12.2011 to 23.12.2014. He is also a Director on the Board of (i) NTPC Ltd. (ii) Tehri Hydro. Development Corporation India Ltd. (THDC) (iii) Hindustan Zinc Ltd. He is also member of Audit Committee of NTPC Ltd. He is also member of Audit Committee and Remuneration Committee of THDC India Ltd. Partner: M/s. SRB & Associates, Chartered Accountants, Bhubaneswar.

2.2 Appointment / Cessation of Directors During The Year Shri Sudarshan Sen was nominated as a Director w.e.f. 30.05.2011 by the Central Government u/s 9 (3) (c) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 to hold the post until further orders. Shri Vinil Kumar Saxena was appointed as a Workmen Employee Director w.e.f. 25.07.2011 by the Central Government u/s 9 (3) (e) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 for a period of three years or till he ceases to be workmen employee of Bank of Baroda or until further orders, whichever is earlier. Shri Maulin Arvind Vaishnav was re-elected as a Director by shareholders of the Bank other than the Central Government u/s 9 (3) (i) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 at the Extra Ordinary General Meeting held on 23.12.2011 for a period of 3 years from 24.12.2011 to 23.12.2014. Shri Surendra Singh Bhandari was elected as a Director by shareholders of the Bank other than the Central Government u/s 9 (3) (i) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 at the Extra Ordinary General Meeting held on 23.12.2011 for a period of 3 years from 24.12.2011 to 23.12.2014. Shri Rajib Sekhar Sahoo was elected as a Director by shareholders of the Bank other than the Central Government u/s 9 (3) (i) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 at the Extra Ordinary General Meeting held on 23.12.2011 for a period of 3 years from 24.12.2011 to 23.12.2014. Shri R. Gandhi, who was nominated as a director w.e.f. 30.07.2010 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, ceased to be a Director w.e.f. 30.05.2011 upon nomination of Shri Sudarshan Sen, in his place. Dr. Dharmendra Bhandari, 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 for a period of 3 years from 24.12.2008 to 23.12.2011, ceased to be a Director w.e.f 24.12.2011 on completion of his tenure. Dr. Deepak B. Phatak 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 for a period of 3 years from 24.12.2008 to 23.12.2011, ceased to be Director w.e.f. 24.12.2011 on completion of his tenure.

2.3 Board Meetings During the Financial Year 2011-12, total -17 - 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.

27.04.2011 28.04.2011 27.05.2011 04.07.2011 20.07.2011 27.07.2011 27.08.2011 29.09.2011 21.10.2011 31.10.2011 12.11.2011 22.12.2011 29.12.2011 24.01.2012 25.01.2012 27.02.2012 19.03.2012

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 01.04.2011 to 31.03.2012 17 17 Shri Rajiv Kumar Bakshi 01.04.2011 to 31.03.2012 17 16 Shri N. S. Srinath 01.04.2011 to 31.03.2012 17 17 Shri Alok Nigam 01.04.2011 to 31.03.2012 17 6 Shri Sudarshan Sen 30.05.2011 to 31.03.2012 14 13 Shri Vinil Kumar Saxena 25.07.2011 to 31.03.2012 12 12 Shri V. B. Chavan 01.04.2011 to 31.03.2012 17 17 Shri Ajay Mathur 01.04.2011 to 31.03.2012 17 17 Dr. (Smt.) Masarrat Shahid 01.04.2011 to 31.03.2012 17 12 Shri Satya Dev Tripathi 01.04.2011 to 31.03.2012 17 14 Shri Maulin Arvind Vaishnav 01.04.2011 to 23.12.2011 12 12 Shri Maulin Arvind Vaishnav 24.12.2011 to 31.03.2012 5 5 Shri Surendra S. Bhandari 24.12.2011 to 31.03.2012 5 5 Shri Rajib S. Sahoo 24.12.2011 to 31.03.2012 5 4 Shri R. Gandhi 01.04.2011 to 29.05.2011 3 2 Dr. Dharmendra Bhandari 01.04.2011 to 23.12.2011 12 7 Dr. Deepak B. Phatak 01.04.2011 to 23.12.2011 12 10

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 Monday, 4th July, 2011 at Vadodara, where the following Directors were present.

1. Shri M. D. Mallya Chairman & Managing Director 2. Shri Rajiv Kumar Bakshi Executive Director 3. Shri N. S. Srinath Executive Director 4. Shri Sudarshan Sen Director 5. Shri V B Chavan Director 6. Shri Ajay Mathur Director (Chairman – ACB) 7. Shri Satya Dev Tripathi Director 8. Dr. Deepak B. Phatak Director - Representing Shareholders 9. Shri Maulin Arvind Vaishnav Director - Representing Shareholders

4. COMMITEE / SUB-COMMITEE OF DIRECTORS / EXECUTIVES

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

• Management Committee of the Board (MCB)
  
  
• Credit Approval Committee of the Board (CACB)
  
  
• Audit Committee of the Board ( ACB )
  
  
• Shareholders’ / Investors’ Grievances Committee
  
  
• Share Transfer Committee
  
  
• Sub committee of the Board on ALM & Risk Management
  
  
• Customer Service Committee
  
  
• Remuneration Committee
  
  
• Nomination Committee
  
  
• Committee of Directors
  
  
• Committee on High Value Frauds
  
  
• IT Strategy Committee of the Board
  
  
• Steering Committee of the Board on HR

4.1. Management Committee of the Board (MCB)

In pursuance of Clause 13 of The Nationalized Banks (Management and Miscellaneous Provisions) Scheme, 1970 (as amended) read with the amendments made by the Ministry of Finance, Government of India, a Management Committee of the Board has been constituted to consider various business matters of material significance like sanction of high value credit proposals, compromise / write-off proposals, sanction of capital and revenue expenditure, premises, investments, donations etc.

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

The composition of the Committee as on 31st March 2012 is as under:

(i) Shri M. D. Mallya

(ii) Shri Rajiv Kumar Bakshi

(iii) Shri N. S. Srinath

(iv) Shri Sudarshan Sen

(v) Shri Ajay Mathur

(vi) Shri Vinil Kumar Saxena

(vii) Dr. (Smt.) Masarrat Shahid

(viii) Shri Rajib Sekhar Sahoo

During the Financial Year 2011-12, the Management Committee of the Board (MCB) met on - 29 - 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. Credit Approval Committee of the Board (CACB)

In terms of Government of India Gazette Notification No.13/1/2006 dated 5th December, 2011, the Bank has constituted a Credit Approval Committee of the Board (CACB) on 27th February, 2012. The Committee shall exercise the powers of the Board with regard to credit proposals upto Rs. 400 crores. The credit proposals which exceed the powers delegated to Chairman and Managing Director and which were hitherto considered by the Management Committee of the Board, will now be sanctioned by the CACB. The composition of the Committee as on 31st March, 2012 is as under:

During the Financial Year 2011-12, the Credit Approval Committee of the Board (CACB) met two times on the following dates:

Details of attendance during 19th March, 2012 to 31st March, 2012 are as under:

4.3 Audit Committee of the Board (ACB)

The Bank, in consonance with the fundamentals of Corporate Governance and in pursuance of directives of the Reserve Bank of India, has constituted an Audit Committee of the Board comprising of Six 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, 2012 is as under:

(i) Shri Ajay Mathur - Chairman of the Committee
(ii) Shri Rajiv Kumar Bakshi - Member
(iii) Shri N. S. Srinath - Member
(iv) Shri Alok Nigam - Member
(v) Shri Sudarsan Sen - Member
(vi) Shri Maulin Arvind Vaishnav -Member

Shri R. Gandhi, Director ceased to be a member of ACB w.e.f. 30.05.2011.

During the Financial Year 2011-12, the Audit Committee of the Board (ACB) met on - 11 - occasions on the dates given below:

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).

4.4. Shareholders’ / Investors’ Grievances Committee

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

The Committee includes following members:

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

The composition of the Committee as on 31st March 2012 is as under:

(i) Shri Surendra Singh Bhandari - Chairman of the Committee

(ii) Shri Rajiv Kumar Bakshi - Member

(iii) Shri N. S. Srinath - Member

(iv) Shri Satya Dev Tripathi - Member

(v) Shri Rajib Sekhar Sahoo - Member

The Committee met - 4 - times during the Financial Year 2011-12 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:

The Committee monitors the issuance of share certificates 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 Vinay A. Shah, 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.

4.5 Share/Bond Transfer Committee

Besides the Shareholders’ / Investors’ Grievances Committee, the Bank has constituted a Share Transfer Committee comprising of Chairman and Managing Director, Executive Directors, -2- General Managers and Deputy/Assistant General Manager (Legal) as members. The Committee meets at least once in 15 days to effect transfer of Shares / Bonds. The Committee met on -56- occasions during the Financial Year 2011-12, on the following dates:

4.6 Sub Committee of the Board on ALM and Risk Management

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

The Committee is headed by Chairman and Managing Director and its composition as on 31st March, 2012 is as under:

(i) Shri M. D. Mallya - Chairman

(ii) Shri Rajiv Kumar Bakshi - Member

(iii) Shri N. S. Srinath - Member

(iv) Shri. Surendra Singh Bhandari - Member

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

07.06.2011

27.08.2011

14.12.2011

27.02.2012

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

The Bank has set up an appropriate risk management architecture, comprising Risk Management Organizational Structure, Risk Principles, Risk Processes, Risk Control and Risk Audit, all with a view to ideally identify, manage, monitor and control various categories of risks, viz. Credit Risk, Market Risk and Operational Risk, etc. The underlying objective is to ensure continued stability and efficiency in the operations of the Bank, nationally and internationally and to look after the safety of the Bank.

4.7 Customer Service Committees

(a) Customer Service Committee of the Board

The Bank has constituted a sub-committee of Board known as ‘Customer Service Committee’. The Committee has the following members as on 31st March 2012:-

(i) Shri M. D. Mallya - Chairman & Managing Director

(ii) Shri Rajiv Kumar Bakshi - Executive Director

(iii) Shri N. S. Srinath - Executive Director

(iv) Dr. (Smt.) Masarrat Shahid - Director

(v) Shri Maulin Arvind Vaishnav - Director

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 compl iance 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 2011-12, the Committee met -4- times on the following dates:-

26.05.2011

27.08.2011

05.12.2011

09.02.2012

The details of attendance of the Directors are as under:

4.8 Remuneration Committee

Government of India announced Performance Linked Incentives for Whole Time Directors of Public Sector Banks vide Notification No.F No.20/1/2005-BO.I dated 9th March, 2007. The incentive is based on certain qualitative as well as quantitative parameters fixed for Performance Evaluation Matrix on the basis of the statement of intent 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 31 st March 2012 is as under

During the Financial Year 2011-12, the Committee met once on 28th April, 2011 wherein all members were present. In terms of the aforesaid notification, the Committee decided to pay incentives to the following Whole-time Directors as per details given below:

4.9 Nomination Committee

Reserve Bank of India has laid down "Fit and Proper" criteria to be fulfilled by persons to be elected as directors on the Boards of the Nationalized Banks under the provisions of Section 9(3)(i) of Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/80. 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 31st March, 2012 is as under:

During the Financial Year 2011-12, the Committee met twice on 27th April, 2011 and 12th December, 2011. The Committee at its meeting held on 27th April 2011 ascertained the "Fit & Proper" status of the then Shareholder Directors. The meeting held on 12.12.2011 was convened to ascertain "Fit and Proper" status of the candidates for election of Shareholder Directors as per RBI guidelines. The Committee found all of them "Fit and Proper".

4.10 Committee of Directors

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

The composition of the Committee as on 31st March, 2012 is as under:

(i) Shri M. D. Mallya
(ii) Shri Alok Nigam
(iii) Shri Sudarshan Sen

The Committee met - 6 - times during the Financial Year 2011-12 on the following dates:

The details of attendance of directors are as under:

4.11 Committee on High Value Frauds

As per RBI circular no.RBI/2004.15/.DBS.FGV(F) No.1004/23.04.01A/2003-04 dated 14th January, 2004 a Special Committee of the Board for monitoring high value frauds of Rs.1.00 crore and above has been formed in our Bank.

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

The Committee consists of -5- members of the Board of Directors: (a) Chairman and Managing Director (b) Two members from ACB and (c) Two other members from the Board excluding RBI Nominee.

The composition of the Committee as on 31st March, 2012 is as under:
(i) Shri M. D. Mallya
(ii) Shri Alok Nigam
(iii) Shri Maulin Arvind Vaishnav
(iv) Shri Surendra Singh Bhandari
(v) Shri Rajib Sekhar Sahoo

The Committee met -3- times during the Financial Year 2011-2012 as per the details below :

The details of attendance of directors are as under:

4.12 IT Strategy Committee of the Bank

In accordance with the recommendations of Reserve Bank of India Working Group on Information Security, Electronic Banking, Technology Risk Management & Cyber Frauds, the Bank at its Board meeting held on 27th February, 2012, constituted an IT Strategy Committee, comprising the following members:

The quorum of the Committee is -3- members comprising two members from Board of Directors (one of which should be Executive Director) and external IT expert.

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

4.13 Steering Committee of the Board on HR

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

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 and Managing Director and Executive Directors (Three whole time directors) are being paid remuneration by way of salary as per rules framed by the Government of India. The details of remuneration and Performance Linked Incentives paid to Chairman and Managing Director and Executive Director/s is detailed below:

A. Salary paid during the Financial Year 2011–12:

Sr. No	Name	Designation	Amount (Rs.)
1	Shri M. D. Mallya	Chairman and Managing Director	17,37,459.00
2	Shri Rajiv Kumar Bakshi	Executive Director	15,47,317.00
3	Shri N. S. Srinath	Executive Director	14,72,495.00

B. Performance Linked Incentives paid during 2011-12:

Sr.No	Name	Designation	Amount (Rs.)
1	Shri M. D. Mallya	Chairman and Managing Director	8,00,000.00
2	Shri Rajiv Kumar Bakshi	Executive Director	6,50,000.00
3	Shri N. S. Srinath	Executive Director	6,50,000.00

The Sitting Fee paid to the Non-Executive Directors during the Year 2011-12 is as under: (No sitting fee is payable to whole time directors and director representing Government of India & RBI):

Sr. No.	Name of the Director	Amount Paid in Rs.
1	Shri Vinil Kumar Saxena	1,65,000.00
2	Shri V. B. Chavan	1,70,000.00
3	Shri Ajay Mathur	2,87,500.00
4	Dr. (Smt.) Masarrat Shahid	1,72,500.00
5	Shri Satya Dev Tripathi	1,77,500.00
6	Shri Maulin Arvind Vaishnav	2.50,000.00
7	Shri Surendra Singh Bhandari	60,000.00
8	Shri Rajib Sekhar Sahoo	65,000.00
9	Dr. Dharmendra Bhandari	62,500.00
10	Dr. Deepak B. Phatak	97,500.00

6. General Body Meetings

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

Nature of Meeting	Date & Time	Venue	Purpose
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.
14th Annual General Meeting	5th July, 2010 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, 2010, Profit and Loss Account for the year ended 31st March, 2010, 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 2009– 10.
Extra Ordinary General Meeting	29th March, 2011 at 10.30 a.m.	Prof. C.C. Mehta Auditorium, General Education Centre, Maharaja Sayajirao University of Baroda Vadodara 390 002	To seek approval of the shareholders for issuing and alloting 2,72,79,579 equity shares to Government of India on preferential basis in terms of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009.
15th Annual General Meeting	04th July, 2011 At 10.30 a.m.	Sir Sayajirao Nagargriha, Vadodara Mahanagar Seva Sadan, Bank of Baroda Centenary Year (2007-2008) T.P.-1, F.P. 549/1, Near GEB Colony, Old Padra Road, Akota, Vadodara – 390 020	To discuss, approve and adopt the Balance Sheet of the Bank as at 31st March 2011, Profit and Loss Account for the year ended 31st March 2011 the report of the Board of Directors on the working and activities of the Bank for the period covered by the accounts and the Auditor’s Report on the Balance Sheet and Accounts and to declare dividend for the year 2010-11.
Extra Ordinary General Meeting	23rd December, 2011 at 10.00 a.m	Sir Sayaji Rao Nagargriha, Vadodra Mahanagar Seva Sadan, Bank of Baroda Centenary Year (2007-2008) T.P.-1, F.P. 549/1, Near GEB Colony, Old Padra Road, Vadodara–390020	To seek approval of the shareholders for issuing and to allot equity shares/warrants, aggregating to Rs.775 crores to Government of India on preferential basis in terms of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009 and to elect THREE Shareholder Directors of the Bank amongst shareholders, other than the Central Government, in terms of Section 9 (3) (i) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 and Bank of Baroda General (Shares and Meetings) Regulations, 1998.
Extra Ordinary General Meeting	27th March, 2012 at 10.00 a.m	Sir Sayaji Rao Nagargriha, Vadodra Mahanagar Seva Sadan, Bank of Baroda Centenary Year (2007-2008) T.P.-1, F.P. 549/1, Near GEB Colony, Old Padra Road, Vadodara–390020	To seek approval of the shareholders for issuing and to allot upto 1,95,77,304 equity shares to Life Insurance Corporation of India and/or various Schemes of Life Insurance Corporation of India (LIC)/ Mutual Funds on preferential basis in terms of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009.

7. Disclosures

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

b)  No penalties and strictures have been imposed on the Bank by the Stock Exchange and /or SEBI for non-compliance of any law, guidelines and directives, on any matters related to capital markets, during the last three years.

c)  Directors have disclosed that they have no relationship between directors inter se as on 31st March 2012.

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 and other official news are posted on the Bank’s Website – http://www.bankofbaroda.com. The web cast (live and archived) of presentation made to Analysts’ Meet is made accessible from links uploaded in the website.

Green Initiative under Corporate Governance.

a. the shareholders having shares in physical form are requested to register their e-mail ids with us or our Registrars, at the address given elsewhere in this report, to enable us to serve any document, notice, communication, annual reports etc. through e-mail.

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

10. Transparency & Compliance Officer

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

10.1 Transparency Officer

As per the directions of Central Information Commissioner (CIC), Bank has appointed one of the Senior Officer as Transparency Officer since February 2011. The Transparency Officer is responsible for the following.

• to oversee the implementation of the Section 4 of Right To information (RTI) Act detailing obligation by public authorities , and to apprise the top management of its progress.
  
  
• To be the interface for the CIC regarding the progress in implementation of RTI Act.
  
  
• Help promote congenial conditions for positive and timely response to RTI-request by Central Public Information Officers (CPIOs), deemed-CPIOs.
  
  
• To be a contact point for the public in all RTI-related matters.

The bank has uploaded all the information as directed in the specified format on website and this information is updated from time to time.

10.2 Compliance Function

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

11. SHAREHOLDERS’ INFORMATION

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

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

National Stock Exchange of India Ltd.,
“Exchange Plaza”
Bandra Kurla Complex,
Bandra,(East),
Mumbai - 400 051
NSE CODE : BANKBARODA

The annual listing fees in respect of all the securities listed with the exchange(s) have been paid till date. 

11.1: Dematerialization of Securities

The shares of the Bank are under compulsory demat list of SEBI and the Bank has entered in to Agreements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of Bank’s shares. Shareholders can get their shares dematerialized with either NSDL or CDSL.

As on March 31, 2012 the Bank has following number of Equity Shares in physical and dematerialized form, as per the detail given below.

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 2012.

11.2: 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.

11.3 Share Transfer System and 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)

Bank of Baroda
Chief Manager,
Customer Service,
8th Floor, Suraj Plaza – I,
Sayajiganj,
Vadodara 390 005
Telephone : 0265 – 2361724
Fax No. : 0265 – 2361824
E-mail : customerservice@bankofbaroda.com

12. CORPORATE GOVERNANCE RATING

Bank of Baroda is the first Public Sector Bank having been assigned a rating to its Corporate Governance Practices by ICRA Limited. The ICRA had assigned the rating of ‘CGR2’ (pronounced as CGR 2) in July 2004, which has been reaffirmed in February 2006, September 2007, April 2010 and March 2011 respectively. 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.

13. Financial Calendar

Financial Year 1st April, 2011 to 31st March, 2012
Board Meeting for considering of Accounts (Standalone) and recommendation of dividend.	04.05.2012
Board Meeting for considering of Accounts (Consolidated).	15.05.2012
Submission of audited statement of accounts to RBI.	24.05.2012
Date, Time & Venue of the 16th AGM	28.06.2012 At 10.30 a.m. Sir Sayaji Rao Nagargriha, Vadodara Mahanagar Seva Sadan, Bank of Baroda Centenary Year (2007-2008), T. P. – 1, F. P. 549/1, Near GEB Colony, Old Padra Road, Vadodara – 390 020
Book Closure dates	16.06.2012 to 28.06.2012
Last Date for receipt of Proxy Forms	23.06.2012
Probable date of dispatch of warrants for Dividend	before 09.07.2012
Payment date - Dividend	09.07.2012

14. Shareholding Pattern as on 31st March 2012

Sr. No.	Description	No. of Share Holders	Shares	% to Equity
1.	Govt. of India (Promoters)	1	223279579	54.31
2.	Mutual Funds / UTI	183	30891062	7.51
3.	Financial Institutions / Banks	71	10011281	2.44
4.	Insurance Companies	08	43393871	10.55
5.	Foreign Institutional Investors	311	55666571	13.54
6.	Bodies Corporate	1701	25634066	6.24
7.	Resident Individuals	169542	19599360	4.77
8.	Non Resident Indians	2847	1935862	0.47
9.	Overseas Corporate Bodies	3	22000	0.01
10.	Trusts	20	53056	0.01
11.	Clearing Members	177	636675	0.15
	Total	174864	411123383	100.00

15. Status of Shares Lying In Escrow/Suspense Account as on 31st March 2012

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

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

16. DISTRIBUTION OF SHAREHOLDERS - CATEGORY WISE AS ON 31ST MARCH, 2012

Category	No. of Cases	% of Cases	Amount Rs.	% of Amount
1 - 5000	171129	97.86	171940820.00	4.18
5001 - 10000	2081	1.19	16638480.00	0.40
10001 - 20000	657	0.38	10086140.00	0.25
20001 - 30000	192	0.11	5005030.00	0.12
30001 - 40000	97	0.06	3494610.00	0.09
40001 - 50000	74	0.04	3496220.00	0.09
50001 - 100000	144	0.08	11001250.00	0.27
100001 & Above	490	0.28	3889571280.00	94.31
Total	174864	100.00	4111233830.00	100.00

17. GEOGRAPHICAL (STATE WISE) DISTRIBUTION OF SHAREHOLDERS AS AT 31ST MARCH, 2012

Sr. No.	State	Cases	Shares
1.	ANDHRA PRADESH	6580	879591
2.	ARUNACHAL PRADESH	14	1658
3.	ASSAM	507	56172
4.	BIHAR	2695	278372
5.	CHANDIGARH	459	58936
6.	DELHI	7707	224524907
7.	GOA	1426	200871
8.	GUJARAT	41500	5166802
9.	HARYANA	2079	227814
10.	HIMACHAL PRADESH	242	23382
11.	JAMMU & KASHMIR	199	26437
12.	KARNATAKA	7946	798033
13.	KERALA	3219	413227
14.	MADHYA PRADESH	4925	650276
15.	MAHARASHTRA	48405	169893549
16.	MEGHALAYA	91	12022
17.	NAGALAND	98	21965
18.	ORISSA	1074	101619
19.	OTHERS	2990	1450783
20.	PUNJAB	1557	194670
21.	RAJASTHAN	10395	1219732
22.	TAMIL NADU	11868	2149050
23.	TRIPURA	120	16260
24.	UTTAR PRADESH	12603	1548576
25.	WEST BENGAL	6165	1208679
	Total	174864	411123383

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

18. a Share Price, Volume of Shares Traded in Stock Exchanges (From 01.04.2011 to 31.03.2012)

18.b Index Data from April 2011 to March 2012 (Monthly Closing Values)

PROFILE OF DIRECTORS APPOINTED DURING THE FINANCIAL YEAR 2011 –12

19.1 Shri Sudarshan Sen

Name	Shri Sudarshan Sen
Address	Regional Director, Reserve Bank of India, Central Office, P. B. No. 1, Ashram Road, Ahmedabad – 380 014.
Date of Birth	21.01.1959
Age	53 Years
Qualifications	1) B. Sc. (Mathematics) 2) M. Sc. (Mathematics) 3) M.B.A. ( International Banking And Finance )
Nature of appointment as Director	Nominated as a Director w.e.f. 30.05.2011 by the Central Government u/s 9 (3) (c) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 to hold the post until further orders.
Experience	He joined the Reserve Bank of India (RBI) in the year 1982 and has over thirty years of varied experience in Central Banking Operations and Bank Supervision, involving extensive exposure to the banking and financial services sector. He has held key positions in various departments of RBI.
Directorship or Committee Positions held in other Companies	NIL
No. of Shares held in Bank of Baroda	NIL

19.2 Shri Vinil Kumar Saxena

Name	Shri Vinil Kumar Saxena
Address	C/o Bank of Baroda, C-39, Hari Marg, Opp. Kardhani Shopping Centre, Malviya Nagar, Jaipur – 302 017.
Date of Birth	20.12.1957
Age	54 Years
Qualifications	1) M.Com. ( Accountancy & Business Statistics) 2) M.Com. (Business Administration) 3) P.G. Diploma in Cost & Works Accountancy 4) P.G. Diploma in Banking Finance 5) P.G. Diploma in Co-operation
Nature of appointment as Director	Appointed as a Workmen Employee Director w.e.f. 25.07.2011 by the Central Government u/s 9 (3) (e) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 for a period of three years or till he ceases to be workmen employee of Bank of Baroda or until further orders, whichever is earlier
Experience	He joined the Bank in the year 1978. He has thirty-three years of experience in Banking. He is actively associated with Trade Union movement and is currently the President, All India Bank of Baroda Employees Federation; Joint Secretary, National Confederation of Bank Employees; General Secretary, The Bank of Baroda Karamchari Union Rajasthan State and President, National Confederation of Bank Employees Rajasthan.
Directorship or Committee Positions held in other Companies	NIL
No. of Shares held in Bank of Baroda	620

19.3 Shri Maulin Arvind Vaishnav

19.4 Shri Surendra Singh Bhandari

19.5 Shri Rajib Sekhar Sahoo

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, 2012 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 : 08th May, 2012

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 31st March 2012, as stipulated in Clause-49 of the Listing Agreement of the Bank with Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of management. Our examination was limited to procedures and implementation thereof, adopted by the Bank for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Bank.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Bank has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We state that such compliance is neither an assurance as to the future viability of the Bank nor the efficiency or effectiveness with which the management has conducted the affairs of the Bank.

Place : Mumbai
Date : 15th May, 2012