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Corporate Governance

Corporate Governance Report 2016-17

Code of Conduct

Bank’s Philosophy on Code of Governance

The Bank shall continue its endeavor to enhance its shareholders’ value by protecting their interest by ensuring performance at all levels and maximizing returns with optimal use of resources in 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 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 serve the interests of its stakeholders comprising shareholders, customers, government, employees, creditors 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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

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, 2017 is as under:

Name Designation
Shri Ravi Venkatesan Non-Executive Chairman
Shri P. S. Jayakumar Managing Director & CEO
Shri Mayank K. Mehta Executive Director
Shri Ashok Kumar Garg Executive Director
Smt. Papia Sengupta Executive Director
Shri Mohammad Mustafa Director [Non-Executive – Representing GOI]
Shri Ajay Kumar Director [Non-Executive - Representing RBI]
Shri Prem Kumar Makkar Director [Non-Executive - Representing Non-workmen]
Shri Gopal Krishan Agarwal Director [Non-Executive - under Section9(3)(g)-CA]
Prof. Biju Varkkey Director [Non-Executive - under Section 9(3)(h)]
Dr. R. Narayanaswamy Director [Non-Executive - Representing Shareholders]
Shri Bharatkumar D. Dangar Director [Non-Executive - Representing Shareholders]
Smt. Usha A. Narayanan Director [Non-Executive - Representing Shareholders]
Sr. No. Name Category / Position Held No. of equity shares of the Bank held as on 31.03. 2017 No. of membership in Sub -Committees of the Bank No. of Directorship held in other Companies / entities 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 Entities) (As on 31.03.2017)
1. Shri Ravi Venkatesan Chairman (Non-Executive) 1750 5 6 -

Appointed as a Part Time Non-Official Director as well as Non-Executive Chairman by the Central Government u/s 9(3)(h) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, w.e.f. 14.08.2015 for a period of 3 years or until further orders, whichever is earlier.

He is also on the Board of:

  • Infosys Ltd.
  • USF Advisors LLP
  • Rockefeller Foundation
  • SVP Philanthropy India Foundation – Founder Chairman
  • CREATe.org. (Centre for Responsible Enterprise and Trade) –Washington DC
  • Alliance for Peacebuilding – Washington DC
2. Shri P S Jayakumar Managing Director & CEO (Executive) 14500 12 4 -

Appointed as Whole Time Director designated as Managing Director & CEO by the Central Government u/s 9(3)(a) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, w.e.f. 13.10.2015 for a period of 3 years or until further orders, whichever is earlier.

He is also on the Board of:

  • BOB Capital Markets Ltd.
  • India First Life Insurance Co. Ltd.
  • BOBCARDS Ltd.
  • India International Bank Malaysia Berhad (JV)
3. Shri Mayank K. Mehta Executive Director (Executive) NIL 8 6 Nil

Appointed as a Whole Time Director (designated as Executive Director) w.e.f. 22.01.2016 by the Central Government u/s 9 (3) (a) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, to hold office up to 30.09.2018 i.e. the date of his superannuation or until further orders, whichever is earlier.

He is also on the Board of:

  • Bank of Baroda (Ghana) Ltd.
  • Bank of Baroda (Botswana) Ltd.
  • Bank of Baroda (Tanzania) Ltd.
  • Indo Zambia Bank Ltd.
  • Baroda Pioneer Asset Management Co. Ltd.
  • National Payment Corporation of India
4. Shri Ashok Kumar Garg

*Held in spouse name
Executive Director (Executive) 250* 8 3 NIL

Appointed as a Whole Time Director (designated as Executive Director) w.e.f. 09.08.2016 by the Central Government u/s 9(3)(a) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, for a period upto 30.06.2018 i.e. the date of his superannuation or until further orders, whichever is earlier.

He is also on the Board of:

  • Bank of Baroda (Guyana) Ltd.
  • Bank of Baroda (Trinidad & Tobago) Ltd.
  • Baroda Global Shares Services Ltd
5. Smt. Papia Sengupta Executive Director (Executive) Nil 12 NIL NIL

Appointed as Whole Time Director (designated as Executive Director) w.e.f. 01.01.2017 by the Central Government u/s 9(3)(a) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, for a period upto 30.09.2019 i.e. the date of her attaining the age of superannuation or until further orders, whichever is earlier.

6. Shri Mohammad Mustafa Director (Non Executive) Representing Central Government NIL 7 1 NIL

Nominated as a Director w.e.f. 25.11.2014 by The Central Government u/s 9 (3) (b) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 to hold the post until further orders.

He is also on the Board of:

  • The New India Assurance Company Ltd.
7 Shri Ajay Kumar Director (Non Executive) Representing Reserve Bank of India NIL 5 NIL NIL

Nominated as a Director w.e.f. 13.01.2017 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.

8. Shri Prem Kumar Makkar Director (Non Executive) Representing Non-Workmen employees 5 6 NIL NIL

Nominated as Officer Employee Director w.e.f. 19.09.2014 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 an Officer of the Bank or until further orders, whichever is earlier.

9. Shri Gopal Krishan Agarwal Director (Non- Executive) NIL 3 5 2

Nominated as Part-time Non-official Director w.e.f. 26.07.2016 by the Central Government u/s 9(3)(g) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, under Chartered Accountant category for a period of three years or until further orders, whichever is earlier.

He is also on the Board of:

  • Professional Data System Pvt. Ltd.
  • Gangotri Overseas Pvt. Ltd.
  • Genuine Creations Pvt. Ltd.
  • North Eastern Electric Power Corporation Ltd.
  • Jaladhikar Foundation
10. Prof. Biju Varkkey Director (Non-Executive) NIL 4 3 3

Nominated as a Part Time Non-official director w.e.f. 25.04.2016 by the Central Government u/s 9(3)(h) and 9(3-A) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, for a period of 3 years or until further orders, whichever is earlier.

He is also on the Board of:

  • Paschim Gujarat Vij Company Ltd.
  • Konnect CSR Impactors Pvt. Ltd.
  • Husys Consulting Ltd.
11. Dr. R. Narayanaswamy Director (Non Executive) Elected from amongst Shareholders, other than Central Government 500 4 1 NIL

Declared elected as Shareholder Director under section 9 (3)(i) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, for a period of 3 years from 24.12.2014 to 23.12.2017.

He is also on the Board of:

  • Member on the Board of Research Studies of the Indian Maritime University, Chennai
12. Shri Bharatkumar D. Dangar Director (Non Executive) Elected from amongst Shareholders, other than Central Government 500 7 2 -

Declared elected as Shareholder Director under section 9 (3)(i) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, for a period of 3 years from 24.12.2014 to 23.12.2017.

He is also on the Board of:

  • International and Domestic Arbitration Centre
  • Vishwamitri River Front Development Corporation Ltd.
13. Smt. Usha A. Narayanan Director (Non Executive) Elected from amongst Shareholders, other than Central Government 500 4 1 NIL

Declared elected as Shareholder Director under section 9 (3)(i) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, for a period of 3 years from 12.12.2015 to 11.12.2018.

She is also on the Board of:

  • Social Ventures SVP Philanthropy Foundation.

Appointments / Cessation of Directors during the Year:

Appointments

Prof. Biju Varkkey has been nominated as a Part Time Nonofficial director w.e.f. 25.04.2016 by the Central Government u/s 9(3)(h) and 9(3-A) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, for a period of 3 years or until further orders, whichever is earlier. He is person of Human Resources and currently a faculty member at IIM Ahmedabad.

Shri Gopal Krishan Agarwal has been nominated as Part-time Non-official Director w.e.f. 26.07.2016 by the Central Government u/s 9(3)(g) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, under Chartered Accountant category for a period of three years or until further orders, whichever is earlier. He is Chartered Accountant with rich experience.

Shri Ashok Kumar Garg has been appointed as Executive Director by the Central Government u/s 9(3)(a) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, w.e.f. 09.08.2016 for a period upto 30.06.2018 i.e. the date of his superannuation or until further orders, whichever is earlier. He has banking experience with Bank of Baroda of over 38 years in diverse banking operations, credit management, project management, compliance, training & development, international operations etc.

Smt. Papia Sengupta has been appointed as Executive Director by the Central Government u/s 9(3)(a) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, w.e.f. 01.01.2017 for a period upto 30.09.2019 i.e. the date of her attaining the age of superannuation or until further orders, whichever is earlier. She has rich banking experience with SBI group across various key areas such as IT Security, ALM, HR, Treasury Management etc.

Shri Ajay Kumar has been nominated as Director by the Central Government u/s 9(3)(c) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, w.e.f. 13.01.2017 to hold the post until further orders. He holds the position of Regional Director, Reserve Bank of India, Lucknow.

Cessations

Shri Bhuwanchandra B Joshi Executive Director, ceased to be Executive Director w.e.f. 01.01.2017 on his attaining the age of superannuation from the Bank’s service.

Smt. Surekha Marandi, Director, ceased to be a Director w.e.f. 13.01.2017 on the appointment of Shri Ajay Kumar in her place.

20th Annual General Meeting

The 20th Annual General Meeting of the shareholders of the Bank for FY 2015-16 was held on Friday, 24th June 2016 at Vadodara, where the following Directors were present.

Name Designation
Shri Ravi Venkatesan Chairman
Shri P. S. Jayakumar Managing Director & CEO
Shri B. B. Joshi Executive Director
Shri Mayank K. Mehta Executive Director
Shri Prem Kumar Makkar Director (Non-workmen)
Dr. R. Narayanaswamy Director (Shareholder)- Chairman ACB
Shri Bharatkumar D Dangar Director (Shareholder)
Prof. Biju Varkkey Director
Smt. Usha A Narayanan Director (Shareholder)

Board Meetings

During the Financial Year 2016-17, 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.

12.05.2016 13.05.2016 24.06.2016 20.07.16 10.08.2016
11.08.2016 21.09.2016 18.10.2016 11.11.2016 (11.30 a.m.) 11.11.2016 (4.30 p.m.)
21.12.2016 17.01.2017 23.01.2017 10.02.2017 16.03.2017

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 Ravi Venkatesan 01.04.2016 to 31.03.2017 15 15
Shri P. S. Jayakumar 01.04.2016 to 31.03.2017 15 15
Shri B.B. Joshi* 01.04.2016 to 31.12.2016 11 10
Shri Mayank K. Mehta 01.04.2016 to 31.03.2017 15 13
Shri Ashok Kumar Garg 09.08.2016 to 31.03.2017 11 9
Smt. Papia Sengupta 01.01.2017 to 31.03.2017 4 4
Shri Mohammad Mustafa 01.04.2016 to 31.03.2017 15 3
Smt. Surekha Marandi* 01.04.2016 to 12.01.2017 11 10
Shri Ajay Kumar 13.01.2017 to 31.03.2017 4 4
Shri Prem Kumar Makkar 01.04.2016 to 31.03.2017 15 14
Dr. R Narayanaswamy 01.04.2016 to 31.03.2017 15 15
Shri Bharatkumar D. Dangar 01.04.2016 to 31.03.2017 15 15
Smt. Usha A. Narayanan 01.04.2016 to 31.03.2017 15 15
Prof. Biju Varkkey 25.04.2016 to 31.03.2017 15 14
Shri Gopal Krishan Agarwal 26.07.2016 to 31.03.2017 11 11

*Ceased to be member during the year.

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 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The said Code of Conduct is posted on Bank’s website i.e. www.bankofbaroda.co.in. All the Board Members and Senior Management Personnel have since affirmed the compliance of the Code for the year 2016-17 and undertaken continued compliance of the same.

Committee / Sub-committee of Directors / Executives

The Board of Directors of the Bank has constituted various Committees of Directors and / or Executives to look into different areas of strategic importance in terms of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, The Nationalized Banks (Management & Miscellaneous Provisions) Scheme, 1970, as amended and guidelines from Reserve Bank of India / SEBI / Government of India from time to time. 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)
  • Risk Management Committee of the Board
  • Stakeholders Relationship Committee
  • Nomination Committee
  • Customer Service Committees
  • Committee on High Value Frauds
  • IT Strategy Committee
  • Strategic Advisory Committee of the Board on HR
  • Committee of Directors
  • Committee for Monitoring of Recovery
  • Shares/Bonds Transfer Committee
  • Remuneration Committee
  • Committee to support candidates for election of Shareholder Directors for Banks & FIs

Management Committee of the Board (MCB)

Constitution: Constituted under 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 from time to time.

Purpose: 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.

Composition : The Committee consists of Managing Director & CEO, Executive Director (s) and Directors nominated by Government of India under Section 9 (3) (c) 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.

Members as on 31.03.2017:

Sr. No. Name of Director/Member Member/Chairman
1. Shri P. S. Jayakumar Chairman
2. Shri Mayank K. Mehta Member
3. Shri Ashok Kumar Garg Member
4. Smt. Papia Sengupta Member
5. Shri Ajay Kumar Member
6. Shri Prem Kumar Makkar Member
7. Shri Bharatkumar D. Dangar Member

Meeting :

During the Financial Year 2016-17, the Management Committee of the Board (MCB) met on -33- occasions on the following dates:

11.04.2016 09.05.2016 18.05.2016 22.06.2016 27.06.2016
08.07.2016 28.07.2016 05.08.2016 25.08.2016 15.09.2016
21.09.2016 26.09.2016 28.09.2016 15.10.2016 22.11.2016
30.11.2016 03.12.2016 07.12.2016 15.12.2016 21.12.2016
28.12.2016 04.01.2017 11.01.2017 16.01.2017 27.01.2017
04.02.2017 15.02.2017 28.02.2017 06.03.2017 14.03.2017
23.03.2017 27.03.2017 30.03.2017

Attendance :

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 P. S. Jayakumar 01.04.2016 to 31.03.2017 33 32
Shri B. B. Joshi* 01.04.2016 to 31.12.2016 21 16
Shri Mayank K. Mehta 01.04.2016 to 31.03.2017 33 27
Shri Ashok Kumar Garg 09.08.2016 to 31.03.2017 25 21
Smt. Papia Sengupta 01.01.2017 to 31.03.2017 12 10
Smt. Surekha Marandi* 01.04.2016 to 12.01.2017 23 19
Shri Ajay Kumar 01.04.2016 to 31.03.2017 10 08
Shri Prem Kumar Makkar 01.04.2016 to 14.07.2016 06 06
Shri Prem Kumar Makkar 15.01.2017 to 31.03.2017 10 04
Shri Bharatkumar D. Dangar 15.07.2016 to 14.01.2017 17 17
Shri Bharatkumar D. Dangar 16.03.2017 to 31.03.2017 3 3
Prof. Biju Varkkey 15.07.2016 to 14.01.2017 17 13
Smt. Usha Narayanan 01.04.2016 to 17.06.2016 3 3

*Ceased to be member during the year.

Credit Approval Committee of the Board (CACB)

Constitution: Constituted in terms of Government of India Gazette Notification No.13/1/2006 dated 5th December, 2011.

Purpose: The Committee shall exercise the powers of the Board with regard to credit proposals upto Rs 400.00 crores. The credit proposals which exceed the powers delegated to Managing Director & CEO and which were hitherto considered by the Management Committee of the Board, will now be sanctioned by the CACB.

Members as on 31.03.2017:

Sr. No. Name of Director/Member Member/ Chairman
1. Shri P. S. Jayakumar Chairman
2. Shri Mayank K. Mehta Member
3. Shri Ashok Kumar Garg Member
4. Smt. Papia Sengupta Member
5. Shri Sanjay Kumar - CFO Member
6. Head /General Manager/s – Dealing with respective credit / treasury functions Member
7. Head/ General Manager – Risk Management Member

Meeting :

During the Financial Year 2016-17, the Credit Approval Committee of the Board (CACB) met -30- times on the following dates:

29.04.2016 19.05.2016 23.05.2016 23.06.2016 08.07.2016
02.08.2016 09.08.2016 16.08.2016 23.08.2016 14.09.2016
27.09.2016 04.10.2016 20.10.2016 08.11.2016 19.11.2016
28.11.2016 05.12.2016 15.12.2016 22.12.2016 29.12.2016
04.01.2017 11.01.2017 20.01.2017 27.01.2017 04.02.2017
15.02.2017 27.02.2017 17.03.2017 27.03.2017 31.03.2017

Attendance :

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

Name Period Meetings Held During Their Tenure Meetings Attended
Shri P. S. Jayakumar 01.04.2016 to 31.03.2017 30 30
Shri B. B. Joshi* 01.04.2016 to 31.12.2016 20 15
Shri Mayank K Mehta 01.04.2016 to 31.03.2017 30 24
Shri Ashok Kumar Garg 09.08.2016 to 31.03.2017 23 15
Smt. Papia Sengupta 01.01.2017 to 31.03.2017 10 8
Shri Sanjay Kumar 11.02.2017 to 31.03.2017 5 5
Shri Bhaskar Sharma 01.04.2016 to 31.03.2017 19 16

*Ceased to be member during the year

Audit Committee of the Board (ACB)

Constitution: Constituted under RBI guidelines issued vide Circulars dated 26.09.1995 and 20.01.1997 and further instructions from RBI/GOI from time to time.

Purpose: The main functions of Audit Committee, interalia, 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 for approval.

The Audit Committee provides directions and oversees the operations of total audit functions of the Bank including the organization, operation and quality control of internal audit, internal control weaknesses and inspection within the Bank and follow-up of the suggestions of Statutory/External Auditors of the Bank and RBI inspections.

The Committee also reviews the adequacy of internal control systems, structure of internal audit department, its staffing pattern and hold discussions with the internal auditors / inspectors on any significant finding and follow-up action thereon. It further reviews the financial and risk management policies of the Bank.

As for Statutory Audit, the Audit Committee interacts with the Statutory Central Auditors before finalization of Quarterly / Year to date / Annual Financial Results and Reports. It also maintains follow up on various issues raised in the Long Form Audit Report (LFAR).

Composition: Total 5 Members comprising of (i) GOI Director, (ii) RBI Nominee Director, (iii) Bank’s Executive Director – In charge of Internal Audit Function (iv) CA Director and (v) One Non-Executive Directors.

Members as on 31.03.2017:

Sr. No. Name of Director/Member Member/ Chairman
1. Smt. Usha A Narayanan Chairperson
2. Smt. Papia Senguputa Member
3. Shri Mohammad Mustafa Member
4. Shri Ajay Kumar Member
5. Shri Gopal Krishan Agarwal Member

Meetings:

During the Financial Year 2016-17, the Audit Committee of the Board (ACB) met on -12- occasions on the dates given below:

12.05.2016 12.05.2016 13.06.2016 28.07.2016 10.08.2016 22.08.2016
17.10.2016 11.11.2016 06.12.2016 30.12.2016 10.02.2017 15.03.2017

Attendance :

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
Dr. R. Narayanaswamy* 01.04.2016 to 06.01.2017 10 10
Shri B.B. Joshi* 01.04.2016 to 13.06.2016 3 2
Shri Mayank K. Mehta* 01.04.2016 to 22.08.2016 6 6
Shri Ashok Kumar Garg* 17.10.2016 to 30.12.2016 4 4
Smt.Papia Sengupta 10.02.2017 to 31.03.2017 2 2
Shri Mohammad Mustafa 01.04.2016 to 31.03.2017 12 1
Smt. Surekha Marandi* 01.04.2016 to 30.12.2016 10 10
Shri Ajay Kumar 13.01.2017 to 31.03.2017 2 2
Smt. Usha A. Narayanan 01.04.2016 to 31.03.2017 12 11
Shri Gopal Krishan Agarwal 10.08.2016 to 31.03.2017 8 5

*Ceased to be member during the year.

Risk Management Committee of the Board:

Constitution: Constituted under RBI’s guidance note on Credit Risk Management issued in the year 2002 / Regulation 21 of SEBI (LODR) Regulations.

Purpose: To review and evaluate the overall risks assumed by the Bank. 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 identify, manage, monitor and control various categories of risks, viz. Credit Risk, Market Risk and Operational Risk. The underlying objective is to ensure continued stability and efficiency in the operations of the Bank, nationally and internationally.

Members as on 31.03.2017:

Sr. No. Name of Director/Member Member/ Chairman
1. Shri Ravi Venkatesan Chairman
2. Shri P. S. Jayakumar Member
3. Shri Mayank K. Mehta Member
4. Shri Ashok Kumar Garg Member
5. Smt. Papia Sengupta Member
6. Smt. Usha Narayanan Member

Meeting :

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

12.05.2016 03.08.2016 10.11.2016 17.01.2017

Attendance :

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 Ravi Venkatesan 01.04.2016 to 31.03.2017 4 4
Shri P. S. Jayakumar 01.04.2016 to 31.03.2017 4 4
Shri B. B. Joshi* 01.04.2016 to 31.12.2016 3 3
Shri Mayank K. Mehta 01.04.2016 to 31.03.2017 4 4
Shri Ashok Kumar Garg 09.08.2016 to 31.03.2017 2 2
Smt. Papia Sengupta 01.01.2017 to 31.03.2017 1 1
Shri Bharatkumar D. Dangar* 01.04.2016 to 12.05.2016 1 1
Smt.Usha Narayanan 13.05.2016 to 31.03.2017 3 3

*Ceased to be member during the year.

Stakeholders Relationship Committee

Constitution: Constituted pursuant to Regulation 20 of SEBI (LODR) Regulations, 2015.

Purpose: The Committee monitors the issuance of share certificates within a period of -15- days of the date of lodgment for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls / allotment money. The Committee further monitors the redressal of investors’ complaints in a time bound manner.

Composition : The Committee includes following members :

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

Members as on 31.03.2017:

Sr. No. Name of Director/Member Member/ Chairman
1. Shri Bharatkumar D. Dangar Chairman
2. Shri Mayank K. Mehta Member
3. Shri Ashok Kumar Garg Member
4. Smt. Papia Sengupta Member
5. Shri Prem Kumar Makkar Member

Meeting : The Committee met – 4 - times during the Financial Year 2016-17 on the following dates

13.05.2016 10.08.2016 11.11.2016 16.03.2017

Attendance : 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 Bharatkumar D. Dangar 01.04.2016 to 31.03.2017 4 4
Shri B.B.Joshi* 01.04.2016 to 31.12.2016 3 3
Shri Mayank K. Mehta 01.04.2016 to 31.03.2017 4 4
Shri Prem Kumar Makkar 01.04.2016 to 31.03.2017 4 4
Shri Ashok Kumar Garg 09.08.2016 to 31.03.2017 2 2
Smt. Papia Sengupta 01.01.2017 to 31.03.2017 1 1

*Ceased to be member during the year.

Other Details: The summary of number of requests/complaints received and resolved during the year are as under:

Pending as on 01.04.2016 Received during the year Resolved during the year Pending as on 31.03.2017
2 4528 4530 0

Shri M. L. Jain, Deputy General Manager – Secretary to Board & Company Secretary has been designated as the “Compliance Officer” of the Bank under Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

Nomination Committee

Constitution: Constituted in terms of the guidelines issued by Reserve Bank of India, Notification No. DBOD No. BC No 46 and 47/29.03.001/2007-08 dated 01.11.2007 read with No. DBOD.BC.No.95/29.39. 001/2010-11 dated 23.05.2011.

Purpose: To ascertain ‘Fit and Proper’ status of 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 and also on annual basis for existing directors under this category.

Members as on 31.03.2017:

Sr. No. Name of Director/Member Member/Chairman
1. Shri Ravi Venkatesan Chairman
2. Shri Mohammad Mustafa Member
3. Shri Prem Kumar Makkar Member
4. Prof. Biju Varkkey Member

Meeting : During the Financial Year 2016-17, the Committee met twice on 13.05.2016 & 20.07.2016 to confirm the ‘Fit and Proper’ status of the existing shareholder directors i.e. Dr. R Narayanaswamy and Shri Bharatkumar D. Dangar and Smt. Usha Narayanan.

Attendance : 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 Ravi Venkatesan 01.04.2016 to 31.03.2017 2 2
Shri Mohammad Mustafa 01.04.2016 to 31.03.2017 2 0
Smt. Surekha Marandi* 01.04.2016 to 13.05.2016 1 1
Shri Prem Kumar Makkar 01.04.2016 to 31.03.2017 2 2
Shri Biju Varkkey 13.05.2016 to 31.03.2017 1 1

*Ceased to be member during the year.

Customer Service Committees

Customer Service Committee of the Board

Constitution: The Committee is set up as per the directives of RBI. (Ref: Master Circular : No.DBR No.Leg. BC.21/09.07.006/2015-16 dated July 1, 2015)

Purpose: 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.

Members as on 31.03.2017:

Sr. No. Name of Director/Member Member/ Chairman
1. Shri P. S. Jayakumar Chairman
2. Shri Mayank K. Mehta Member
3. Shri Ashok Kumar Garg Member
4. Smt. Papia Sengupta Member
5. Shri Prem Kumar Makkar Member
6. Prof. Biju Varkkey Member

Meeting :

During the Financial Year 2016-17, the Committee met -4- times on the following dates:

13.05.2016 10.08.2016 17.10.2016 09.02.2017

Attendance :

The details of attendance of the Directors are as under:

Name of the Director/ Member Period Meetings Held During Their Tenure Meetings Attended
Shri P. S. Jayakumar 01.04.2016 to 31.03.2017 4 4
Shri B.B. Joshi* 01.04.2016 to 31.12.2016 3 3
Shri Mayank K Mehta 01.04.2016 to 31.03.2017 4 3
Shri Ashok Kumar Garg 09.08.2016 to 31.03.2017 3 2
Smt. Papia Sengupta 01.01.2017 to 31.03.2017 1 1
Shri Prem Kumar Makkar 01.04.2016 to 31.03.2017 4 4
Prof. Biju Varkkey 13.05.2016 to 31.03.2017 3 1
Shri Bharatkumar D. Dangar* 01.04.2016 to 13.05.2016 1 1

*Ceased to be member during the year.

Standing Committee on Customer Service

The Committee is set up as per the directives of RBI. (Ref: Master Circular : No.DBR No.Leg.BC. 21/09.07. 006/ 2015-16 dated July 1, 2015).This Committee has been set up to focus on the banking services available to the public at large and focusing on the need to (i) benchmark the current level of service, (ii)review the progress periodically,(iii) enhance the timelines and quality,(iv) rationalize the processes taking into account technological developments,(v) suggest appropriate initiatives to facilitate change on an ongoing basis.

During the Financial Year 2016-17, the Committee met -2- times on the following dates:

08.07.2016 02.02.2017

Committee on High Value Frauds

Constitution: Constituted as per RBI circular no. RBI/2004.15/.DBS.FGV(F) No.1004/23.04.01A/2003-04 dated 14th January, 2004.

Purpose: To monitor high value frauds of Rs.1.00 crore and above in our Bank so as to:

  • identify the systemic lacunae if any that facilitated perpetration of the fraud and put in place measures to plug the same
  • identify the reasons for delay in detection, if any, reporting to top management of the Bank and RBI
  • monitor progress of CBI/Police investigation and recovery position
  • 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
  • review the efficacy of the remedial action taken to prevent recurrence of frauds, such as strengthening of internal controls and
  • put in place other measures as may be considered relevant to strengthen preventive measures against frauds.

Members as on 31.03.2017:

Sr. No. Name of Director/Member Member/ Chairman
1. Shri Ravi Venkatesan Chairman
2. Shri P. S. Jayakumar Member
3. Shri Mohammad Mustafa Member
4. Dr. R. Narayanaswamy Member
5. Shri Prem Kumar Makkar Member
6. Smt. Usha A Narayanan Member

Meeting :

The Committee met - 5- times during the Financial Year 2016-17 as per the details below:-

12.05.2016 03.08.2016 16.09.2016 10.11.2016 08.02.2017

Attendance :

The details of attendance of directors are as under:-

Name of the Directors Period Meetings Held During Their Tenure Meetings Attended
Shri Ravi Venkatesan 01.04.2016 to 31.03.2017 5 5
Shri P. S. Jayakumar 01.04.2016 to 31.03.2017 5 5
Shri Mohammad Mustafa 01.04.2016 to 31.03.2017 5 1
Dr. R. Narayanaswamy 01.04.2016 to 31.03.2017 5 5
Shri Prem Kumar Makkar 01.04.2016 to 31.03.2017 5 5
Smt. Usha A. Narayanan 13.05.2016 to 31.03.2017 3 3

IT Strategy Committee of the Bank

Constitution: 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.

Members as on 31.03.2017:

Sr. No. Name of Director/Member Member/ Chairman
1. Shri Ravi Venkatesan Chairman
2. Shri P. S. Jayakumar Member
3. Smt. Papia Sengupta Member
4. Shri Gopal Krishna Agarwal Member
5. Shri Krishna Sudarshan (External Expert) Member
6. Dr. Deepak B. Phatak (External Expert) Invitee

Meeting:

The Committee met five times during the Financial Year 2016-17 as per the details below:

01.06.2016 03.08.2016 10.11.2016 20.12.2016 08.02.2017

Attendance :

The details of attendance of Directors / Members are as under:

Name Meetings Held During Their Tenure Meetings Attended
Shri Ravi Venkatesan 5 5
Shri P. S. Jayakumar 5 4
Shri Mayank K. Mehta* 5 5
Shri Ashok Kumar Garg* 3 2
Smt Papia Sengupta 1 1
Shri Krishna Sudarshan 5 4
Dr. Deepak B. Phatak 5 4

* ceased to be member during the year

Strategic Advisory Committee of the Board on HR

Constitution: Constituted in terms of recommendations of Khandelwal Committee on HR Issues of PSBs, the Bank constituted a “Steering Committee of the Board on HR” in the year 2012. (renamed as “Strategic Advisory Committee of the Board on HR” on 13.02.2016).

Purpose: To discuss various matters/issues related to Human Resources.

Members as on 31.03.2017:

Sr. No. Name of Director/ Member Member/Chairman
1. Prof. Biju Varkkey Chairman
2. Shri P. S. Jayakumar Member
3. Smt. Papia Sengupta Member
4. Shri Prem Kumar Makkar Member
5. Shri Sanjeev Sachar (External Expert) Member
6. Shri Krish Shankar (External Expert) Member

Meeting :

This committee met on four times during the year 2016- 17 as per details given below:

20.07.2016 15.10.2016 20.12.2016 08.02.2017

Committee of Directors

Constitution: Constituted as per GOI guidelines.

Purpose: This Committee deals with review of vigilance / non-vigilance disciplinary cases and departmental enquiries vide MOF letter dated 24.10.1990.

Members as on 31.03.2017:

Sr. No. Name of Director/Member Member/ Chairman
1. Shri P. S. Jayakumar Chairman
2. Shri Mohammad Mustafa Member
3. Shri Ajay Kumar Member

Meeting :

The Committee met -5-times during the Financial Year 2016-17 on the following dates :

13.05.2016 16.05.2016 10.08.2016 10.12.2016 16.03.2017

Details of attendance of Directors/Members:

The details of attendance of directors are as under :

Name of the Director Period Meetings Held During Their Tenure Meetings Attended
Shri P S Jayakumar 01.04.2016 to 31.03.2017 5 5
Shri Mohammad Mustafa 01.04.2016 to 31.03.2017 5 2
Shri Surekha Marandi 01.04.2016 to 12.01.2017 4 4
Shri Ajay Kumar 13.01.2017 to 31.03.2017 1 1

Committee for Monitoring of Recovery

Constitution: As per guidelines issued by Ministry of Finance, Government of India, Dept of Financial Services, New Delhi, vide letter no.F.No.7/2/2015 Recovery dated 01.01.2016.

Purpose: Monitoring of Recovery Performance

Members as on 31.03.2017:

Sr. No. Name of Director/Member Member/ Chairman
1. Shri P. S. Jayakumar Chairman
2. Shri Mayank K. Mehta Member
3. Shri Ashok Kumar Garg Member
4. Smt. Papia Sengupta Member
5. Shri Mohammad Mustafa Member
6. Shri Bharatkumar D. Dangar Member
7. Shri Nagesh Srivastava Member
8. Shri N. K. Singhal Member
9. Shri M. L. Sharma Convener

Meeting :

This committee met on seven times during the year 2016-17 as per details given below:

07.04.2016 01.06.2016 27.07.2016 27.09.2016
30.11.2016 03.02.2017 27.02.2017

Attendance :

Name of Director/Member Period Meetings Held During Their Tenure Meetings Attended
Shri P. S. Jayakumar 01.04.2016 to 31.03.2017 7 5
Shri B. B. Joshi* 01.04.2016 to 31.12.2016 5 3
Shri Mayank K. Mehta 01.04.2016 to 31.03.2017 7 5
Shri Ashok Kumar Garg 01.09.2016 to 31.03.2017 4 3
Smt. Papia Sengupta 01.01.2017 to 31.03.2017 2 2
Shri Mohammad Mustafa 01.04.2016 to 31.03.2017 7 1
Shri Bharatkumar D. Dangar 01.04.2016 to 31.03.2017 7 6
Shri K. N. Manvi* 01.04.2016 to 30.09.2016 4 3
Shri M. V. Deshpande* 01.04.2016 to 31.07.2016 3 3
Shri Nagesh Srivastava 01.10.2016 to 31.03.2017 2 1
Shri Rajnish Sharma 01.01.2017 to 31.03.2017 1 1
Shri N. K. Singhal 01.08.2016 to 31.03.2017 4 3
Shri G. B. Panda* (Convener) 01.04.2016 to 31.07.2016 1 1
Shri R. L. Guttikar* (Convener) 01.04.2016 to 30.11.2016 5 4
Shri M. L. Sharma (Convener) 01.01.2017 to 31.03.2017 2 2

*Ceased to be member during the year.

Shares/Bonds Transfer Committee:

Constitution: Constituted pursuant to SEBI (LODR) Regulations, 2015.

Purpose: To consider and approve transfer / transmission of Shares / Bonds and other issues like issue of duplicate share certificate, deletion of name, change of status, etc.

Members as on 31.03.2017:

Shares/Bonds Transfer Committee:

Constitution: Constituted pursuant to SEBI (LODR) Regulations, 2015.

Purpose: To consider and approve transfer / transmission of Shares / Bonds and other issues like issue of duplicate share certificate, deletion of name, change of status, etc.

Members as on 31.03.2017:

Sr. No. Name of Director/Member Member/ Chairman
1. Shri P. S. Jayakumar Chairman
2. Shri Mayank K Mehta Member
3. Shri Ashok Kumar Garg Member
4. Smt. Papia Sengupta Member
5. Shri S. K. Choudhury Member
6. Shri Kamal K. Mahajan Member
7. Shri N. Venugopal Member

Meeting :

The Committee met on fifty times during the Financial Year 2016-17, on the following dates:

07.04.2016 18.04.2016 25.04.2016 03.05.2016 10.05.2016 17.05.2016
24.05.2016 01.06.2016 10.06.2016 20.06.2016 21.06.2016 23.06.2016
02.07.2016 11.07.2016 14.07.2016 26.07.2016 02.08.2016 08.08.2016
16.08.2016 24.08.2016 02.09.2016 12.09.2016 15.09.2016 19.09.2016
27.09.2016 03.10.2016 07.10.2016 21.10.2016 28.10.2016 07.11.2016
17.11.2016 24.11.2016 03.12.2016 08.12.2016 16.12.2016 22.12.2016
28.12.2016 05.01.2017 13.01.2017 23.01.2017 30.01.2017 03.02.2017
09.02.2017 14.02.2017 22.02.2017 28.02.2017 06.03.2017 14.03.2017
18.03.2017 27.03.2017

Attendance :

Name of Director/ Member Period Meetings Held During Their Tenure Meetings Attended
Shri P. S. Jayakumar 01.04.2016 to 31.03.2017 50 36
Shri B. B. Joshi* 01.04.2016 to 31.12.2016 37 27
Shri Mayank K Mehta 01.04.2016 to 31.03.2017 50 38
Shri Ashok Kumar Garg 09.08.2016 to 31.03.2017 29 25
Smt. Papia Sengupta 01.01.2017 to 31.03.2017 12 9
Shri V. S. Narang* 01.04.2016 to 30.09.2016 25 22
Shri S. K. Choudhury 07.09.2016 to 31.03.2017 26 21
Shri Kamal K. Mahajan 13.10.2016 to 31.03.2017 22 19
Shri R. K. Mathur* 13.04.2016 to 31.08.2016 17 10
Shri N. Venugopal 01.04.2016 to 31.03.2017 50 41

*ceased to be member during the year.

Remuneration Committee

Constitution: 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 and amended from time to time, the last letter dated 18.08.2015 in supersession of the earlier letters. The incentive is based on certain qualitative as well as quantitative parameters fixed for Performance Evaluation Matrix on the basis of the Statement of Intent (SOI) on goals and benchmarks based on various compliance reports during the previous financial year. In compliance of the said directives, a Remuneration Committee of the Board was constituted.

Purpose: To evaluate and decide upon the performance of Whole Time Directors of the Bank.

Members as on 31.03.2017:

Sr. No. Name of Director/Member Member/ Chairman
1. Shri Ravi Venkatesan Chairman
2. Shri Mohammad Mustafa Member
3. Shri Ajay Kumar Member
4. Dr. R. Narayanaswamy Member
5. Shri Bharatkumar D. Dangar Member

Meeting:

During the Financial Year 2016-17, no meeting of Remuneration Committee was held in view of inadequacy of profit for preceding F. Y. 2015-16.

Committee to support candidates for election of Shareholder Directors for Banks & FIs

Constitution: Constituted under the guidelines received from Department of Financial Services, Ministry of Finance, Government of India, New Delhi, vide letter No.16/11/2012-BO-I dated 3rd April, 2012

Purpose: For supporting candidates for election of Share Holder Directors in Financial Institutions and Public sector Insurance Companies.

Members as on 31.03.2017:

Sr. No. Name of Director/Member Member/ Chairman
1. Shri P. S. Jayakumar Chairman
2. Shri Mayank K. Mehta Member
3. Shri Ashok Kumar Garg Member
4. Smt. Papia Sengupta Member
5. Dr. R. Narayanaswamy Member
6. Shri Bharatkumar D. Dangar Member

Meeting :

No case was referred to the Committee during the year.

Remuneration of Directors

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

The Managing Director & CEO and Executive Directors (whole time directors) are being paid remuneration by way of salary as per rules framed by the Government of India. At present the Bank has no Stock Option Scheme. The details of remuneration paid to the Managing Director & CEO and Executive Director/s are detailed below:

A. Salary paid during the Financial Year 2016-17:

Sr. No. Name Designation Amount (Rs.)
1 Shri P. S. Jayakumar Managing Director & CEO 30,78,225
2 Shri B.B. Joshi * Executive Director 21,65,205
3 Shri Mayank K. Mehta Executive Director 26,20,322
4 Shri Ashok Kumar Garg (w.e.f. 09.08.2016) Executive Director 16,01,143
5 Smt. Papia Sengupta (w.e.f. 01.01.2017) Executive Director 6,04,537

*Ceased on 31.12.2016

Performance Linked Incentives paid during 2016-17: (for FY 2015-16): Nil

Sitting Fee paid to Non-executive Directors:

The Sitting Fee is paid to the Non-Executive Directors as per the provisions of Nationalized Banks (Management & Miscellaneous Provisions) Scheme 1970, read with government guidelines for attending Board and Board Committee meetings. Details of sitting fee paid during the Year 2016-17 are as under (No sitting fee is payable to Whole Time Directors and Directors representing Government of India & RBI):

Sr. No. Name of the Director Amount (Rs.)
1 Shri Ravi Venkatesan 4,60,000
2 Shri Prem Kumar Makkar 5,60,000
3 Shri Bharatkumar D. Dangar 6,60,000
4 Dr. R. Narayanaswamy 4,70,000
5 Smt. Usha A. Narayanan 5,20,000
6 Prof. Biju Varkkey 4,70,000
7 Shri Gopal Krishan Agarwal 2,80,000

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
18th Annual General Meeting 25th June, 2014 at10.30 a.m Sir Sayajirao Nagargriha,
Vadodara Mahanagar Seva
Sadan, Bank of Baroda 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 2014, Profit and Loss Account for the year ended 31st March 2014 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 2013- 14. There was no agenda requiring Special Resolution.
Extra Ordinary General Meeting 26th March, 2015 at 10.00 a.m. Sir Sayajirao Nagargriha,
Vadodara Mahanagar Seva
Sadan, Bank of Baroda T.P.-1,
F.P. 549/1, Near GEB Colony,
Old Padra Road, Akota,
Vadodara – 390 020
To seek approval of the Shareholders by Special Resolution to create, offer, issue and allot upto 6,44,20,471 equity shares of the face value of Rs. 2/- each @ Rs. 195.59 per share to Government of India on preferential basis in terms of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009.
19th Annual General Meeting 24th June, 2015 at10.30 a.m Sir Sayajirao Nagargriha,
Vadodara Mahanagar Seva
Sadan, Bank of Baroda 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 2015, Profit and Loss Account for the year ended 31st March 2015, 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 2014- 15. There was no agenda requiring Special Resolution.
Extra Ordinary General Meeting 28th September 2015 at 10.30 a.m. Sir Sayajirao Nagargriha,
Vadodara Mahanagar Seva
Sadan, Bank of Baroda T.P.-1,
F.P. 549/1, Near GEB Colony,
Old Padra Road, Akota,
Vadodara – 390 020
To seek approval of the Shareholders by Special Resolution to create, offer, issue and allot upto 9,26,63,692 equity shares of the face value of Rs. 2/- each @ Rs. 192.74 per share to Government of India on preferential basis in terms of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009.
20th Annual General Meeting 24th June, 2016 at 12.00 Noon Sir Sayajirao Nagargriha,
Vadodara Mahanagar Seva
Sadan, Bank of Baroda 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 2016, Profit and Loss Account for the year ended 31st March, 2016, 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. There was no agenda requiring Special Resolution.

Means of Communication

The Bank recognizes the need for keeping its members and stakeholders informed of the events of their interests through present means of communication.

The financial results of the Bank are submitted to the stock exchanges, where the securities of the Bank are listed, immediately after the conclusion of the Board Meeting approving the same. The results are also published in at least one English language national daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the Bank is situated i.e. Gujarat (in Gujarati). 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.co.in. The live web cast of presentation made to Analysts’ Meet is made accessible from links uploaded in the website and the archived webcast is also available in the website for 30 days.

Finacial Calendar

Financial Year 1st April, 2016 to 31st March, 2017
Board Meeting for considering of Accounts (Standalone & Consolidated) 18th May, 2017
Date, Time & Venue of the 21st AGM

Date 30th June 2017 At 10.15 a.m.

Sir Sayaji Rao Nagargriha, Vadodara Mahanagar Seva
Sadan, T. P. – 1, F. P. 549/1, Near GEB Colony, Old Padra
Road, Akota, Vadodara – 390 020

Book Closure Dates 24th June 2017 to 30th June 2017 (Both days Inclusive)
Last Date for receipt of Proxy Forms 25th June 2017
Dividend Payment Date 10th July 2017

Shareholders’ Information

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

B S E 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 31.03.2017.

Share Price, Volume of Shares Traded In Stock Exchanges And Index Data

Share Price, Volume of Shares Traded in Stock Exchanges (From 01.04.2016 to 31.03.2017) (Equity Share of the Face Value of Rs.2/- each)

National Stock Exchange of India Limited (NSE) BSE LTD. (Bombay Stock Exchange)
Highest (Rs.) Lowest (Rs.) Volume Traded (Nos.) Highest (Rs.) Lowest (Rs.) Volume Traded (Nos.)
APR 2016 163.90 141.60 15,50,82,572 163.70 141.75 1,50,58,638
MAY 2016 160.15 128.25 22,40,23,708 160.15 128.40 2,24,05,367
JUN 2016 156.00 137.45 17,80,47,141 156.05 137.10 1,90,13,878
JUL 2016 168.80 148.90 15,86,04,251 168.70 149.05 2,94,16,157
AUG 2016 165.70 144.55 22,62,79,907 165.55 144.70 3,31,03,828
SEP 2016 177.65 159.55 14,36,33,633 177.40 159.80 1,60,19,338
OCT 2016 173.20 150.10 11,77,33,463 173.10 150.25 1,97,24,794
NOV 2016 179.60 135.25 28,78,52,194 179.30 136.00 3,19,02,515
DEC 2016 165.80 146.00 13,97,98,082 165.80 146.00 1,58,34,310
JAN 2017 170.30 146.70 14,34,79,571 170.25 146.80 1,63,23,484
FEB 2017 191.70 162.75 23,85,30,103 191.65 162.60 2,34,60,621
MAR 2017 176.20 157.35 23,23,63,181 176.20 157.45 6,02,70,346

Index Data from April 2016 to March 2017 (Monthly Closing Values)

Date NIFTY 50 NIFTY BANK BOB NSE (Equity Share of FV of Rs. 2/- each) S & P BSE SENSEX S & P BSE BANKEX BOB BSE (Equity Share of FV of Rs. 2/- each)
29.04.2016 7849.80 16795.00 157.90 25606.62 19114.83 158.00
31.05.2016 8160.10 17620.90 142.80 26667.96 20111.74 142.70
30.06.2016 8287.75 17935.40 153.95 26999.72 20531.2 154.00
29.07.2016 8638.50 18953.15 151.70 28051.86 21678.51 152.20
31.08.2016 8786.20 19787.60 162.95 28452.17 22656.58 162.85
30.09.2016 8611.15 19285.70 167.40 27865.96 22045.62 167.30
30.10.2016 8625.70 19523.55 155.65 27930.21 22368.28 155.75
30.11.2016 8224.50 18627.80 164.15 26652.81 21316.01 164.25
30.12.2016 8185.80 18177.20 153.40 26626.46 20748.74 152.85
31.01.2017 8561.30 19515.15 165.15 27655.96 22311.97 165.10
28.02.2017 8879.60 20607.25 165.30 28743.32 23482.44 165.05
31.03.2017 9173.75 21444.15 172.95 29620.50 24420.77 172.95

Registrar & Share Transfer Agent, Share Transfer System And Redressal of Investors’ Grievances

The Bank has appointed Karvy Computershare Private Limited as its Registrars and Share Transfer Agent (RTA) 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 RTA at following address:

Karvy Computershare Private Limited
(Unit: Bank of Baroda)
Karvy Selenium Tower B, Plot No.31 & 32
Gachibowli, Financial District
Nanakramguda, Serilingampally,
Hyderabad - 500 008
Phone: (040) 67162222; Fax: (040) 23420814
E Mail: einward.ris@karvy.com

For privately placed Bonds, the Bank has also appointed Debenture Trustee as follows:

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

The Bank has also established Investors' Services Department, headed by the Company Secretary in the rank of Dy. General Manager 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
7th Floor, Baroda Corporate Centre
C-26, G-Block, Bandra-Kurla Complex
Bandra (East), Mumbai – 400 051
Telephone : (022) 6698 5812/5846
E – mail : investorservices@ bankofbaroda.com
(The aforesaid e-mail ID is exclusively designated for investors' complaints pursuant to Regulation 6(2)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Further, Shareholders who wish to ask questions to the Board of Directors of the Bank can mail their questions at – shareholderdirectors@ bankofbaroda.com
Bank of Baroda
Deputy General Manager,
Customer Service,
1st Floor, Suraj Plaza – I, Sayajiganj,
Vadodara 390 005
Telephone : (0265) 2307880
Fax No. : (0265) 2362914
E–mail: cmcs.ho@bankofbaroda. com

The Bank ensures that all transfers of Shares are duly affected within a period of -15- days from the date of their lodgment. The Board has constituted Stakeholders’ Relationship Committee to monitor and review the progress in redressal of general shareholders’ and investors’ grievances and Shares/Bonds 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.

Distribution of Shareholding

Shareholding Pattern as on 31st March 2017

Sr. No. Description No. of Shareholders Shares % to Equity
1. GOVERNMENT OF INDIA 1 1,36,49,40,578 59.24%
2. INSURANCE COMPANIES 43 24,60,96,128 10.68%
3. MUTUAL FUND & UTI 202 22,47,72,557 9.76%
4. FII & FPI 214 27,20,47,194 11.81%
5. RESIDENT INDIVIDUALS 299131 11,47,33,667 4.97%
6. BODIES CORPORATES 1981 3,47,61,589 1.51%
7. CLEARING MEMBERS 320 2,32,09,284 1.01%
8. TRUSTS 33 1,01,14,346 0.44%
9. NON RESIDENT INDIANS 4659 96,25,637 0.42%
10. BANKS, NBFC & India Financial Insti. 33 36,24,432 0.16%
11. ALTERNATIVE INVESTMENT FUND 1 1,19,186 0.00%
12. OVERSEAS CORPORATE BODIES 3 1,10,000 0.00%
FOREIGN NATIONALS 1 5,000 0.00%
306622 2,30,41,59,598 100.00%

Distribution of Shareholders – Category Wise as on 31st March 2017

Sr. No. Category No. of Cases % of Cases No. of Shares Percentage (%)
1 1 - 5000 304666 99.36 10,76,01,810 4.67
2 5001 - 10000 861 0.28 64,75,068 0.28
3 10001 - 20000 391 0.13 56,87,114 0.25
4 20001 - 30000 123 0.04 30,92,635 0.13
5 30001 - 40000 71 0.02 24,73,375 0.11
6 40001 - 50000 55 0.02 25,92,268 0.11
7 50001 - 100000 121 0.04 88,55,191 0.38
8 100001 and above 334 0.11 216,73,82,137 94.07
TOTAL: 306622 100.00 230,41,59,598 100.00

Geographical (State Wise) Distribution of Shareholders as on 31st March 2017

Sr. No. STATE CASES SHARES
1 ANDHRA PRADESH 4817 1951370
2 ARUNACHAL PRADESH 19 7036
3 ASSAM 1287 389350
4 BIHAR 3747 1079257
5 CHANDIGARH 1081 387706
6 CHHATTISGARH 1891 885211
7 DELHI 15044 1373996050
8 GOA 2070 1501875
9 GUJARAT 64866 26884753
10 HARYANA 5021 1732245
11 HIMACHAL PRADESH 665 151561
12 JAMMU AND KASHMIR 557 162617
13 JHARKHAND 3080 740710
14 KARNATAKA 15093 5219276
15 KERALA 6184 2331655
16 MADHYA PRADESH 7386 2587078
17 MAHARASHTRA 80764 832120216
18 MANIPUR 103 123389
19 MEGHALAYA 141 71996
20 MIZORAM 36 87300
21 NAGALAND 127 121530
22 ORISSA 2637 696224
23 OTHERS 4784 7822834
24 PUNJAB 3545 1495760
25 RAJASTHAN 15344 6315496
26 TAMIL NADU 19822 14781358
27 TELANGANA 7311 3599477
28 TRIPURA 208 95169
29 UTTAR PRADESH 18561 7156346
30 UTTARAKHAND 2803 1110730
31 WEST BENGAL 17628 8554023
Total 306622 2304159598

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, 2017 the Bank has following number of Equity Shares in physical and dematerialized form, as per the detail given below:

Sr. No. Nature of holding No. of Cases No. of Shares Percentage %
1 Physical 43,678 3,37,23,547 1.46
2 NSDL 1,70,551 87,55,15,891 38.00
3 CDSL 92,393 1,39,49,20,160 60.54
Total: 3,06,622 2,30,41,59,598 100.00

The Bank had forfeited 1,36,91,500 equity shares (27,38,300 shares before sub-division) in the year 2003 and out of the same 24000 equity shares (4800 shares before sub-division) were annulled up to 31st March 2017.

Status of Shares Lying in Escrow/suspense Account As on 31st March, 2017

Status of shares lying in Suspense A/c (Physical Shares – returned undelivered)

Opening Balance as on 01.04.2016 No. of requests received during the Financial Year 2016-17 Shares debited during the Financial Year 2016-17 Closing Balance as on 31st March 2017
No. of Shareholders No. of Shares No. of Shareholders No. of Shareholders No. of Shares No. of Shareholders No. of Shares
70 86000 0 0 0 70 86000

Status of shares lying in Escrow / Suspense A/c (Demat Shares – returned undelivered)

Opening Balance as on 01.04.2016 No. of requests received during the Financial Year 2016-17 Shares credited during the Financial Year 2016-17 Closing Balance as on 31st March 2017
No. of Shareholders No. of Shares No. of Shareholders No. of Shareholders No. of Shares No. of Shareholders No. of Shares
159 94100 1 1 150 158 93950

The voting rights on the shares stated at the last column of table (a) and (b) above shall remain frozen till the rightful owner of such shares claims the shares.

Dividend / Interest Payment Through Electronic Modes

The Bank is paying Dividend on Shares / Interest on Bonds to the Investors through various electronic modes, wherever mandate is given by the investors. For the purpose, the Bank is using the services of National Automated Clearing House (NACH), National Electronic Clearing Services (NECS), RTGS, NEFT & Direct Credit etc.

Investors may lodge their mandate with Bank’s Registrar & Share Transfer Agent i.e. Karvy Computershare Pvt. Ltd., at the address given in this report.

Disclosures

There is no materially significant Related Party Transaction that has potential conflict with interests of the Bank at large. The Related Party Transactions are disclosed in the Notes on Accounts in compliance with RBI Guidelines in this regard.

There is no non-compliance by the Bank in respect of Regulations/ Guidelines issued by SEBI / Stock Exchanges / any Statutory Authority on any matter related to capital markets during the last 3 years and as such no penalties / strictures imposed on the Bank.

The Bank follows “Whistle Blower Policy Guidelines” of Govt. of India Resolution on Public Interest Disclosure & Protection of Informer (PIDPI). The said Policy Guidelines are available on the Bank’s website. No personnel has been denied access to the audit committee.

We confirm the compliance of the requirement of Corporate Governance Report of sub-paras (2) to (10) of Schedule V of SEBI Listing Regulations

All the Directors have disclosed that they have no relationship inter-se as on 31st March 2017.

The Bank has not traded in commodities during the F. Y. 2016-17 and hence the information on “Commodity price risks and commodity hedging activities” is NIL.

Following disclosures pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e. SEBI Listing Regulations, can be viewed by the shareholders at the link: http://bankofbaroda.com/fin/SEBI.asp

  • Disclosures about familiarization programme for the Independent Directors
  • Whistle Blower Policy
  • Policy on Related Party Transactions and Material Subsidiaries

Mandatory And Non-mandatory Requirements

The Bank has complied with all the applicable mandatory requirements as provided in SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The extent of implementation of non-mandatory requirements is as under:

Sr. No. Non-mandatory requirements Status of Implementation
1. The Board

A non-executive chairperson may be entitled to maintain a chairperson's office at the listed entity's expense and also allowed reimbursement of expenses incurred in performance of his duties.

Complied with.

The Government of India has appointed Shri Ravi Venkatesan as Non-Executive Chairman of the Board w.e.f.14.08.2015. (Ref Para 2(a) of the Report).
The GOI has also issued guidelines in this regard which Bank complies with.

2. Shareholder Rights

A half-yearly declaration of financial performance including summary of the significant events in last six-months, may be sent to each household of shareholders

Complied with.

The Bank has already sent communication of MD & CEO along with the copy of half-yearly financial results for the half year ended 30.09.2016 (FY 2016-17) including summary of significant developments during last six months to each shareholder by post / e-mail. The financial results are also posted on Bank’s website.

3. Audit Qualifications

Company may move towards a regime of unqualified financial statements.

There is no qualification in Auditors report of the Bank.
4. Separate posts of chairperson and chief executive officer

The listed entity may appoint separate persons to the post of chairperson and managing director or chief executive officer.

Complied with.

The composition of the Board of Directors of the Bank is governed through “Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970, as stated above at Sr.No.-1. The Government of India has appointed Shri Ravi Venkatesan as Non-Executive Chairman of the Board w.e.f.14.08.2015 and Shri P. S. Jayakumar as MD & CEO (Whole-time Director) w.e.f. 13.10.2015. (Ref Para 2(a) of the Report.

5. Reporting of Internal Auditor

The Internal Auditor may report directly to the Audit Committee

.
The composition & terms of reference of the Audit Committee of the Board inter-alia covering Internal Audit function is governed through the guidelines / circulars issued by the Regulator i.e. Reserve Bank of India, which the Bank comply.

Disclosure of The Compliance With Corporate Governance Requirements

Regu No. Title / Brief description Compliance Status
17 Board of Directors The Composition & terms of reference of Board of Directors of Bank of Baroda is governed through "Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970" i.e. the Act, meaning thereby the provision of the Companies Act, 1956/2013 in this regard are Not Applicable. All the Directors, except 3 directors elected amongst the Shareholders' other than Central Government pursuant to Section 9(3)(i) of the Act, are appointed / Nominated by Government of India pursuant to the provisions under Section 9(3) of the Act. The Bank is regulated by Reserve Bank of India.(Ref. para 2(a) of the Report).

Evaluation of Board:

The Bank has engaged the services of the consultancy firm M/s Egon Zehnder to conduct an independent review of overall effectiveness of the Board.

Egon Zehnder’s global methodology for conducting board reviews was followed for reviewing Bank of Baroda board. This entailed effectiveness assessment of the following areas of the board – a) board strategy and alignment, b) management of the board by the chairperson, c) functioning of the committees, d) relationship between the board and the management team, e) quality of the board processes, f) board composition and g) quality of discussions/decisions taken by the board in key areas like risk management, talent etc. In addition, at an individual level, members of the board were assessed in areas like a) overall engagement and alignment, b) quality of their contribution, c) openness in listening and receiving feedback, d) ability to challenge and take/oppose tough decisions etc.

For conducting the assessment a combination of three methods was followed. The members of the EZ team conducted 1-2 hour in depth structured 1-1 interviews with all members of the board. In addition to the board members key management personnel like the CFO and Company Secretary were also interviewed. Second, the review team attended board meetings and committee meetings to observe and study the board dynamics in a live environment. Finally, the minutes of the previous board and committees meetings and the board materials used to present policies and support decisions were also analyzed. The results of the review were shared with the chairman and rest of the board in a daylong session. As part of this session a workshop was conducted in September 2016 to determine and align on key next steps and actions that the board and management agreed to undertake following from the board review. A followon session was conducted in April 2017 to assess the effectiveness of the actions. It was unanimously concluded that significant progress had been made in a short span of time.

18 Audit Committee The composition & terms of reference of the Audit Committee of the Board of Bank of Baroda is governed through RBI’s directives / guidelines, which are complied with. (Ref. para 3.3 of the Report).
19 Nomination and remuneration committee The Bank has 2 separate committees namely Nomination Committee and Remuneration Committee, the composition and terms of reference of which are governed through RBI directives and GOI directives respectively. (Ref. para 3.6 and 3.14 of the Report for Nomination Committee and Remuneration Committee respectively)
20 Stakeholders Relationship Committee Complied with
21 Risk Management Committee Complied with
22 Vigil Mechanism Complied with
23 Related party transactions Complied with
24 Corporate governance requirements with respect to subsidiary of listed entity Complied with
25 Obligations with respect to independent directors As per Regulation 17, as above.
26 Obligations with respect to directors and senior management Complied with
27 Other corporate governance requirements Complied with
46 (2) (b)to(i) Website Complied with

Green Initiative – A Call To Support Goi Initiatives

To support GOI’s green initiatives, 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.

Such shareholders are also requested to convert their physical holdings in Demat form to enable us to serve them better and provide enhanced security and prompt service in respect of their holdings.

Further the shareholders holding shares in Demat form and not yet registered their email IDs are requested to register their e-mail ID with their respective Depository Participant to support GOI’s green initiatives..

Transparency & Compliance Officer

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

Transparency Officer

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

  • To oversee the implementation of the Section 4 of Right to Information (RTI) Act detailing with obligations of public authorities and to apprise the top management of its progress.
  • To be the interface for the CIC regarding the progress in implementation of RTI Act
  • Help promote congenial conditions for positive and timely response to RTI-request by Central 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 its website and this information is updated from time to time.

Compliance Function

The Bank has put in place a board approved Compliance Policy outlining the compliance philosophy of the Bank based upon the directions of Reserve Bank of India on Compliance Function in Banks. The said Policy is the foundation on which all Compliance Function of the Bank is based. Compliance Function in the Bank is an integral part of governance along with internal control and compliance risk management process supported by a healthy compliance culture in the Bank.

Compliance Function ensures observance of statutory provisions contained in various legislations viz. Banking Regulation Act, Reserve Bank of India Act, Foreign Exchange Management Act, Securities and Exchange Board of India Act and Prevention of Money Laundering Act and also the regulations of the various Regulators where the Bank is having its Offices / Branches in overseas centers. It also ensures Standards and Codes prescribed by BCSBI (Banking Codes and Standard Board of India), IBA (Indian Banks Association), FEDAI (Foreign Exchange Dealers Association of India), FIMMDA (Fixed Income Money Market and Derivatives Association of India).

Corporate Governance Rating

Bank of Baroda is the first Public Sector Bank having been assigned a rating to its Corporate Governance Practices by ICRA Limited. The ICRA had assigned the rating of ‘CGR2’ (pronounced as CGR 2) on a rating scale of CGR1 to CGR6 where CGR1 denotes the highest rating, in July 2004, which has been reaffirmed in February 2006, September 2007, April 2010, March 2011, April 2013, March 2014, June 2015 and June 2016 respectively and presently is in force. 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.

Profile of Directors Appointed During The Financial Year 2016-17

(Prof.) Shri Biju Varkkey

Name Prof. Biju Varkkey
Address House No.303,IIM Campus,Vastrapur Ahmedabad
Date of Birth 22nd December, 1965
Age 51 years
Qualifications
  • MA (PMIR)
  • Fellowship in Management from NIBM, Pune
Nature of appointment as Director

Nominated as a Part Time Non-official director w.e.f. 25.04.16 by the Central Government u/s 9(3)(h) and (3-A) of section 9 of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, for a period of 3 years or until further orders, whichever is earlier.

Experience

Prof. Biju Varkkey obtained masters degree in Human Resource Management from Mahatma Gandhi University, Kerala and Fellow title in Management from NIBM, Pune. His professional experience spans industry, consulting and leading management schools, having taught at IIM Lucknow and MDI Gurgaon. He works closely with multilateral organizations like ILO, IOM, UNDP and organizations like UNITES and ITUC. Currently he is faculty member at IIM Ahmedabad with the Human Resource Management. Additionally he heads the e-PGP task force of IIMA, which is mandated to lounge long duration virtual learning programs from IIMA soon.

Areas of academic interest include Strategic Human Resource Management, Change Management, New Public Management, Leadership Development, HR Architecture for firms, Performance Management & Improvement, Flexible Work places, Employment Relations, Startups and Family Business transformation.

He has served as nominated member in the Core Committee of the National HRD Network – Delhi Chapter (1998-1999), organizing committee for India Young HR Conference, Chair of Technical Committee for Annual HR Conclave of NIPM Kerala (2015) and was member of the founding governing body of the Strategic Management Forum of India.

Directorship or Committee positions held in other Companies
  • Paschim Gujarat Vij Company Ltd.
  • Konnect CSR Impactors Pvt. Ltd.
  • Husys Consulting Ltd.
No. of shares of Bank of Baroda held - Nil

Shri Ashok Kumar Garg

Name Shri Ashok Kumar Garg
Address B-303 Prerana, Plot No.13, Sector 10, Dwaraka
New Delhi - 110075
Date of Birth 14th June, 1958
Age 58 years
Qualifications M.Com
LLB
CAIIB
Nature of appointment as Director

Appointed as Executive Director by the Central Government u/s 9(3)(a) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, w.e.f. 9th August, 2016 for a period upto 30.06.2018 i.e. the date of his superannuation or until further orders, whichever is earlier

Experience

Shri Ashok Kumar Garg has been appointed as Executive Director of Bank of Baroda on 09th August 2016. Prior to this, he was the Chief Executive of the Bank’s US Operations.

Born in 1958, Shri Garg holds a Masters Degree in Commerce and a Bachelor’s Degree in Law from Delhi University. He is an alumini of Shri Ram College of Commerce (SRCC). He is also a certified Associate of Indian Institute of Banking & Finance (CAIIB).

Shri Garg joined Bank of Baroda as a Probationary Officer in 1979. During his career spanning over three and half decades, he acquired rich experience of diverse Banking Operations, Credit Management, Project Management, Compliance, Training & Development, International Operations, etc.

Shri Garg is an internationally accomplished banker having worked in Bank of Baroda Branches, Regional Office, Zonal Office and Corporate Office in India and with Bank’s offices / Subsidiary spread over three continents, Europe (London), Africa (Kampala) & North America (New York).

During his tenure as the Managing Director of Bank of Baroda (Uganda) Ltd., Shri Garg also served as the Chairman of Baroda Capital Markets (Uganda) Ltd., and as a Director on the Board of Uganda Securities Exchange (USE) and Uganda Banking and Financial Services Ltd. Shri Garg is also a Director on the Board of Bank of Baroda (Guyana) Inc., George Town and Bank of Baroda (Trinidad & Tobago) Ltd., Port of Spain.

Directorship or Committee positions held in other Companies
  • Bank of Baroda (Guyana) Ltd.
  • Bank of Baroda (Trinidad & Tobago) Ltd.
  • Baroda Global Shares Services Ltd
No. of shares of Bank of Baroda held 250 (held in spouse name)

Shri Gopal Krishan Agarwal

Name Shri Gopal Krishan Agarwal
Address D-109, Sector-36
Noida – 201303
Date of Birth 1st June, 1962
Age 54 years
Qualifications B.Com (H)
CA
Nature of appointment as Director

Nominated as Part-time Non-official Director w.e.f. 26.07.16 by the Central Government u/s 9(3)(g) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, under Chartered Accountant category for a period of three years or until further orders, whichever is earlier

Experience

Shri Gopal Krishan Agarwal is a fellow member of the Institute of Chartered Accountant of India (ICAI) having vast experience in financial markets and economic issues. He is a Member of the Managing Committee of PHD Chamber of Commerce. He is govt nominee of the Central Council of Institute of Company Secretaries of India (ICSI) and Independent Director on the Board of North Eastern Electric Power Co. (NEEPCO). He is also a member of the Task Force on Financial Architecture of MSME Sector set up by the Ministry of Finance, Government of India.

In his previous roles he was member of various committees of Assocham, Public Finance Committee of the Institute of Chartered Accountant (ICAI) and Secondary Market Advisory Committee (SMAC) of SEBI.

Shri Gopal Krishan Agarwal has initiated various public welfare projects like Jaladhikar, Nagrik Manch, Shree Ji Gausadan and Milk Cooperative Movement among many others. He extensively writes for newspaper, financial journals and delivers lectures in seminars & conferences on these subjects. He is also seen on television channels holding forth on different topics of economic interest.

He is Trustee and Treasurer of Dr Mookherjee Smruti Nyas and India Policy Foundation (IPF), two premier research organizations in the country.

Directorship or Committee positions held in other Companies
  • Professional Data System Pvt. Ltd.
  • Gangotri Overseas Pvt. Ltd.
  • Genuine Creations Pvt. Ltd.
  • North Eastern Electric Power Corporation Ltd.
  • Jaladhikar Foundation
No. of shares of Bank of Baroda held Nil

Smt. Papia Sengupta

Name Smt. Papia Sengupta
Address Flat No.14, G-Block,Venus Co-op Hsg.
Ltd.,Dr. R.G. Thadani Marg,
Worli Seaface South, Worli,
Mumbai – 400 018
Date of Birth 27th Sept. 1959
Age 57 years
Qualifications B.Sc., CFA, CAIIB

Nature of appointment as Director

Appointed as Executive Director by the Central Government u/s 9(3)(a) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, w.e.f. 1st January, 2017 for a period upto 30.09.2019 i.e. the date of her attaining the age of superannuation or until further orders, whichever is earlier.

Experience

Smt. Sengupta is a Science Graduate, with additional qualification of CFA and CAIIB. She joined SBBJ in 1983 as Probationary Officer and has handled responsibilities in several offices of State Bank of Bikaner and Jaipur (SBBJ), State Bank of India (SBI) and State Bank of Patiala (SBP).

Prior to joining our Bank, she held the position of Chief General Manager (Retail Banking) since April 2016 and Chief General Manager (Stressed Assets Management Group) since June 2015 at State Bank of Patiala. Smt. Sengupta also served as General Manager of the Delhi network at State Bank of Bikaner and Jaipur.

During her tenure at the various organisations she had worked across various key areas such as IT Security, ALM, HR, Treasury Management etc. She has also handled branch operations for more than two decades and possess experience in Credit and Forex operations

Directorship or Committee positions held in other Companies Nil
No. of shares of Bank of Baroda held Nil

Shri Ajay Kumar

Name Shri Ajay Kumar
Address N-4, Tower-E, Shalimar Grand, 10-Jopling
Road, Lucknow
Date of Birth 20th May, 1969
Age 47 years
Qualifications MA (Economics), CAIIB, MS (Banking)
Nature of appointment as Director

Nominated as Director by the Central Government u/s 9(3)(c) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, w.e.f. 13th January, 2017 to hold the post until further orders.

Experience

Shri Ajay Kumar, Regional Director, Reserve Bank of India, Lucknow, has been nominated as a Director on the Bank’s Board representing Reserve Bank of India w.e.f. 13th January, 2017 Shri Ajay Kumar has done his Masters in Economics and MS in Banking. He is also a Certified Associate of Indian Institute of Banking (CAIIB).

Born on 20th May, 1969, Shri Ajay Kumar joined Reserve Bank of India in December 1991 and has had a wide experience of 25 years of working in various capacities in the areas of currency management, rural credit and planning, foreign exchange management and banking supervision. He has worked as the Senior Supervisory Manager for the HDFC Bank and the Kotak Mahindra Bank. He was also the Principal Inspecting Officer (PIO) for the annual supervisory process of the Allahabad Bank, the United Bank and the UCO Bank, also conducted the comprehensive Asset Quality Review of the latter under his stewardship. Further, he was also assigned the responsibility of monitoring the conduct of foreign banks in India. In the area of foreign exchange management, he has been at the helm of formulating Risk Management Guidelines for banks and also Foreign Direct Investment Policy Framework. Earlier, he has also served as Nominee Director in four Regional Rural Banks during his stint in rural credit and planning.

Directorship or Committee positions held in other Companies Nil
No. of shares of Bank of Baroda held Nil

Declaration

Declaration of the Managing Director & CEO pursuant to Schedule V – Part (D) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

It is to declare that all the Board Members and Senior Management Personnel of the Bank have affirmed their compliance of the “Bank of Baroda - Code of Conduct for Directors and Senior Management Personnel” for the Financial Year Ended on 31st March, 2017 in accordance with Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The said Code of conduct has been posted on the Bank’s website.

For Bank of Baroda

P. S. Jayakumar
Managing Director & CEO

Place: Mumbai
Date : 18th May 2017

Auditors’ Certificate on Compliance of Conditions of Corporate Governance – 2016-17 :

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 2017, as stipulated in SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

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 Regulations.

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 Wahi & Gupta For S R Goyal & Co For Rodi Dabir & Co. For Kalyaniwalla & Mistry LLP
Chartered Accountants Chartered Accountants Chartered Accountants Chartered Accountants
FRN : 002263N FRN : 001537C FRN : 108846W FRN : 104607W/W100166
       
Y. K. Gupta A. K. Atolia Aashish Badge Daraius Fraser
Partner Partner Partner Partner
M No. : 016020 M No.: 077201 M No.: 121073 M No.: 042454

Place: Mumbai
Date: 18th May 2017

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