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, 2011 is as under:

Sr. No Name Position Held No. of equity shares of the Bank held as on 31.03.2011 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 31.03.2011) 1. Shri M. D. Mallya Chairman and Managing Director (Executive) Nil 5 9 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) The New India Assurance Co. Ltd. (iii) Agricultural Finance Corpn. Ltd. (iv) Baroda Pioneer Asset Management Co. Ltd. (v) IndiaFirst Life Insurance Co. Ltd. - (Chairman) (vi) BOBCARDS Ltd. (vii) Bank of Baroda (Botswana) Ltd. (viii) Bank of Baroda (New Zealand) Ltd.- (Chairman) (ix) Bank of Baroda (Uganda) Ltd. He is also a member of the Audit Committee, Management Committee of the Board, Remuneration Committee of Export-Import Bank of India and a member of the Audit Committee, Investment Committee and Remuneration Committee of New India Assurance Co. Ltd. He is also a member of the Governing Council of : (i) National Institute of Bank Management (ii) Institute of Banking Personnel Selection (IBPS) (iii) Indian Institute of Banking & Finance (iv) Deputy Chairman, Indian Banks’ Association (IBA) – Chairman w.e.f. 01.04.2011 (v) Member of Management Committee of IBA (vi) Chairman of Committee on Risk Management of IBA 2. Shri Rajiv Kumar Bakshi Executive Director (Executive) 50 5 5 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) He is also a 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 5 4 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) India Infrastructure Finance Company Ltd. (IIFCL) (UK) London (Govt. of India Nominee Director w.e.f. 01.12.2010) (iv) 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 Chairman of Audit Committee of Bank of Baroda (Ghana) Ltd. 4. Shri Alok Nigam, IAS Director (Non Executive) Representing Central Government Nil 5 3 Nil Nominated as a Director w.e.f. 09.12.2009 by The Central Government u/s 9 (3) (b) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 to hold the post until further orders. He is also a Director on the Board of : (i) National Housing Bank (ii) National Bank for Agriculture and Rural Development (NABARD) (iii) Central Registry under The Securitisation and Reconstruction of Financial Assets & Enforcement of Security Interest Act 2002 (CERSAI) 5. Shri R. Gandhi Director (Non Executive) Recommended by RBI Nil 4 2 Nil 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. He is also a Director on the Board of : (i) Institute of Banking Personnel Selection (ii) Institute for Development and Research in Banking Technology 6. 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. 7 Shri Ajay Mathur Director (Non Executive) Nil 4 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. 8. Dr.(Smt.) Masarrat Shahid Director (Non Executive) Nil 3 Nil Nil Nominated as a part time non- official director w.e.f. 29.10.2009 by the Government of India u/s 9 (3) (h) of The Banking Companies (Acquisition and Transfer of 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. 9. 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. 10. Dr. Dharmendra Bhandari Director (Non Executive) Elected from amongst Shareholders, other than Central Government 600 5 3 1 Elected as a Director by shareholders of the Bank other than the Central Government u/s 9 (3) (i) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 at the Extra Ordinary General Meeting held on 23.12.2008 for a period of 3 years from 24.12.2008 to 23.12.2011. He is also a Director on the Board of : (i) M/s J P Morgan Mutual Fund India Pvt. Ltd. (ii) M/s Harmony For Silver Foundation (iii) M/s Digital Bridge Foundation He is also member of Audit Committee of M/s J.P. Morgan Mutual Fund India Pvt. Ltd. He is also a member of Approval Committee of National Stock Exchange of India Limited. He is a Partner in M/s Anjali Subhash Associates, Chartered Accountants. He has held the position of a Director of the Bank elected by Shareholders other than Central Government w.e.f.16.11.1999 to 15.11.2002 and w.e.f.16.11.2005 to 15.11.2008. 11. Dr. Deepak B. Phatak Director (Non Executive) Elected from amongst Shareholders, other than Central Government 100 2 1 2 Elected as a Director by shareholders of the Bank other than the Central Government u/s 9 ((3) (i) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 at the Extra Ordinary General Meeting held on 23.12.2008 for a period of 3 years from 24.12.2008 to 23.12.2011. He is also a Director on the Board of M/s HDFC Asset Management Co. Ltd. He is also a member of Customer Service Committee and Risk Management Committee of M/s HDFC Asset Management Co. Ltd. He is also a member of Governing Council of : (i) National Insurance Academy (ii) Institute of Banking Personnel Selection He also held the position of a Director of the Bank elected by Shareholders other than Central Government w.e.f.16.11.2005 to 15.11.2008. 12. Shri Maulin A. Vaishnav Director (Non Executive) Elected from amongst Shareholders, other than Central Government 125 4 Nil Nil Elected as a Director by shareholders of the Bank other than the Central Government u/s 9 (3) (i) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 at the Extra Ordinary General Meeting held on 23.12.2008 for a period of 3 years from 24.12.2008 to 23.12.2011. Prior to his election, he was holding the position as a Director nominated by the Central Government under section 9 (3) (h) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, which he ceased to hold w.e.f. 28.11.2008 consequent upon his resignation.

2.2 Appointment / Cessation of Directors During The Year Shri Ajay Mathur was nominated as a part time nonofficial 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. Shri R. Gandhi 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. Shri Satya Dev Tripathi was nominated as a part time nonofficial 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. Shri V. B. Chavan was 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. Shri Milind N. Nadkarni who was appointed as a Workmen Employee Director with effect from 1st May 2007 by the Central Government u/s 9 (3) (e) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, ceased to be a Director w.e.f. 01-05-2010, on completion of his term. Shri Atul Agarwal who was nominated as a part-time non-official Director on the Board of the Bank on 23-11- 2007 by the Central Government under section 9(3) (h) & 9 (3-A) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, for a period of three years, ceased to be a Director w.e.f. 23-11-2010, on completion of his term. Shri A. Somasundaram who was nominated as a Director w.e.f. 27.02.2007 by the Central Government u/s 9 (3) (c) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 to hold the post until further orders, ceased to be a Director w.e.f. 30.07.2010 upon nomination of Shri R. Gandhi in his place. Shri Ranjit Kumar Chatterjee who was nominated as Non-Workmen Director on the Board of the Bank w.e.f. 20.12.2007 by the Central Government under section 9 (3) (f) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970, for a period of three years, ceased to be a Director w.e.f. 20.12.2010, on completion of his term.

2.3 Board Meetings During the Financial Year 2010-11, total -19- 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.

27.04.2010 28.04.2010 25.05.2010 21.06.2010 05.07.2010 20.07.2010 28.07.2010 29.07.2010 03.09.2010 04.10.2010 27.10.2010 28.10.2010 20.11.2010 27.12.2010 24.01.2011 28.01.2011 24.02.2011 05.03.2011 29.03.2011

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 01.04.2010 to 31.03.2011 19 19 Shri Rajiv Kumar Bakshi 01.04.2010 to 31.03.2011 19 19 Shri N. S. Srinath 01.04.2010 to 31.03.2011 19 18 Shri Alok Nigam 01.04.2010 to 31.03.2011 19 07 Shri A. Somasundaram 01.04.2010 to 29.07.2010 08 07 Shri Milind N. Nadkarni 01.04.2010 to 30.04.2010 02 01 Shri Ranjit Kumar Chatterjee 01.04.2010 to 19.12.2010 13 13 Dr. Atul Agarwal 01.04.2010 to 22.11.2010 13 13 Dr. (Smt.) Masarrat Shahid 01.04.2010 to 31.03.2011 19 18 Dr. Dharmendra Bhandari 01.04.2010 to 31.03.2011 19 10 Dr. Deepak B. Phatak 01.04.2010 to 31.03.2011 19 14 Shri Maulin A. Vaishnav 01.04.2010 to 31.03.2011 19 17 Shri Ajay Mathur 05.05.2010 to 31.03.2011 17 15 Shri R. Gandhi 30.07.2010 to 31.03.2011 11 08 Shri Satya Dev Tripathi 31.08.2010 to 31.03.2011 11 11 Shri V. B. Chavan 11.03.2011 to 31.03.2011 01 01

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, 5th July, 2010 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 A. Somasundaram Director 5. Shri Ranjit Kumar Chatterjee Director (Non-workmen) 6. Shri Ajay Mathur Director 7. Dr. Atul Agarwal Director (Chairman-ACB) 8. Dr. (Smt.) Masarrat Shahid Director 9. Shri Maulin A. Vaishnav Director - Representing Shareholders, other than Central Government

4. Committee of Directors / Executives

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

• Management Committee of the Board
  
  
• Audit Committee of Board (ACB)
  
  
• Shareholders’ / Investors’ Grievances Committee
  
  
• Share Transfer Committee
  
  
• Sub committee of the Board on ALM & Risk Management
  
  
• Customer Service Committees
  
  
• Remuneration Committee
  
  
• Nomination Committee
  
  
• Committee of Directors
  
  
• Committee on High Value Frauds

4.1. Management Committee of the Board

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

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

The composition of the Committee as on 31st March 2011 is as under:

(i) Shri M. D. Mallya

(ii) Shri Rajiv Kumar Bakshi

(iii) Shri N. S. Srinath

(iv) Shri R. Gandhi

(v) Shri Ajay Mathur

(vi) Shri Satya Dev Tripathi

(vii) Dr. Dharmendra Bhandari

(viii) Dr. (Smt.) Masarrat Shahid

During the Financial Year 2010-11, 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. 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, 2011 is as under:

The following Directors ceased to be members of ACB during the Financial Year 2010-11 on the dates shown against their respective names:

During the Financial Year 2010-11, the Audit Committee of the Board (ACB) met on -11- occasions on the dates given below:

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

Name of the Director	Period	Meeting held during their tenure	Meeting attended
Shri Ajay Mathur	05.05.2010 to 31.03.2011	10	09
Dr Atul Agarwal	01.04.2010 to 15.11.2010	08	08
Shri Rajiv Kumar Bakshi	01.04.2010 to 31.03.2011	11	11
Shri N. S. Srinath	01.04.2010 to 31.03.2011	11	11
Shri Alok Nigam	01.04.2010 to 31.03.2011	11	05
Shri A. Somasundaram	01.04.2010 to 29.07.2010	05	04
Shri Maulin A. Vaishnav	01.04.2010 to 04.05.2010	01	01
-do-	16.11.2010 to 31.03.2011	03	03
Shri R. Gandhi	30.07.2010 to 31.03.2011	06	06

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

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

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

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

4.3 Shareholders’ / Investors’ Grievances Committee

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

The composition of the Committee as on 31st March 2011 is as under:

(i) Shri Maulin A . Vaishnav - Chairman
(ii) Shri Rajiv Kumar Bakshi - Member
(iii) Shri N. S. Srinath - Member
(iv) Dr. Dharmendra Bhandari - Member
(v) Shri Satya Dev Tripathi - Member
(vi) Dr. Deepak B. Phatak -Member

The Committee met four times during the Financial Year 2010-11 on the following dates:

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.

4.4 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 General Manager (Legal) as members. The Committee meets at least once in 15 days to effect transfer of Shares / Bonds. The Committee met on -49- occasions during the Financial Year 2010-11, on the following dates:

4.5. 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 & 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, 2011 is as under:

Shri M. D. Mallya - Chairman

Shri Rajiv Kumar Bakshi - Member

Shri N. S. Srinath - Member

Dr. Dharmendra Bhandari -  Member

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

21.06.2010

04.09.2010

27.12.2010

10.03.2011

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

Name of the Director	Period	Meetings held during their tenure	Meetings attended
Shri M. D. Mallya	01.04.2010 to 31.03.2011	04	04
Shri Rajiv Kumar Bakshi	01.04.2010 to 31.03.2011	04	04
Shri N. S. Srinath	01.04.2010 to 31.03.2011	04	04
Shri A. Somasundaram	01.04.2010 to 29.07.2010	01	01
Dr Dharmendra Bhandari	01.04.2010 to 31.03.2011	04	02

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

4.6 Customer Service 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, 2011:

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

(ii) Shri Rajiv Kumar Bakshi - Executive Director

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

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

(v) Shri Maulin A. Vaishnav - Member

The functions of the Committee include creating a platform for making suggestions and innovative measures for enhancing the quality of customer services and improving the level of satisfaction for all categories of clientele at all times, which inter-alia comprises the following:

• oversee the functioning of the Standing Committee on Procedure and Performance Audit on Public Services and also compliance with the recommendation of the Standing Committee on Customer Services.
  
  
• review the status of the Awards remaining unimplemented for more than 3 months from the date of Awards and also deficiencies in providing Banking services as observed by the Banking Ombudsman.
  
  
• review the status of the number of deceased claims remaining pending / outstanding for settlement beyond 15 days pertaining to deceased depositors/ locker hirers/depositor of safe custody articles.
  

During the Financial Year 2010-11, the Committee met -4- times on the following dates:

21.06.2010

04.09.2010

27.12.2010

26.03.2011

The details of attendance of the Directors are as under:

4.7 Remuneration Committee

Government of India announced Performance Linked Incentives for Whole Time Directors of Public Sector Banks vide Notification No.F No.20/1/2005-BO.I dated 9th March, 2007. The incentive is based on certain qualitative as well as quantitative parameters fixed for Performance Evaluation Matrix on the basis of the statement of intent on goals and benchmarks based on various compliance reports during the previous financial year. In compliance of the said directives, a Remuneration Committee of the Board was constituted for evaluation of the performance and incentive amount to be awarded/paid during the year.

The composition of the Committee as on 31st March, 2011 is as under :

During the Financial Year 2010-11, the Committee met once on 8th May, 2010 wherein all members were present. In terms of the aforesaid notification, the Committee decided to pay incentives for the Financial Year 2009-10 to the following Directors as per details given below:

4.8 Nomination Committee

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

The composition of the Committee as on 31st March 2011 is as under:

During the Financial Year 2010-11, the Committee met once on 27th April, 2010, wherein all members were present except Shri Alok Nigam. The meeting was convened to ascertain ‘Fit and Proper’ status of the elected Shareholder Directors as per RBI guidelines in respect of -3- directors under this category namely (i) Dr. Dharmendra Bhandari, (ii) Dr. Deepak B. Phatak and (iii) Shri Maulin A. Vaishnav. The Committee found all of them “Fit and Proper”.

4.9 Committee of Directors

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

The composition of the Committee as on 31st March 2011 is as under:

(i) Shri M. D. Mallya
(ii) Shri Alok Nigam
(iii) Shri R. Gandhi

The Committee met -4- times during the Financial Year 2010-11 on the following dates:

The details of attendance of directors are as under:

4.10 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 `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, 2011 is as under:
(i) Shri M. D. Mallya
(ii) Shri Alok Nigam
(iii) Dr. Dharmendra Bhandari
(iv) Dr. Deepak B. Phatak
(v) Shri Maulin A. Vaishnav

The Committee met -4- times during the Financial Year 2010-11 as per the details below :

The details of attendance of directors are as under:

5. Remuneration of Directors

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

The Chairman & Managing Director and Executive Directors (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 including Arrears paid during the Financial Year 2010–11:

Sr. No	Name	Designation	Amount (Rs.)
1	Shri M. D. Mallya	Chairman and Managing Director	13,87,200.00
2	Shri Rajiv Kumar Bakshi	Executive Director	11,87,145.00
3	Shri N. S. Srinath	Executive Director	11,52,552.00

B.Performance Linked Incentives paid during 2010-11:

Sr.No	Name	Designation	Performance Linked Incentives for the Financial Year 2009-10 (Rs.)
1	Shri M. D. Mallya	Chairman and Managing Director	8,00,000.00
2	Shri V. Santhanaraman*	Executive Director	2,72,466.00
3	Shri Rajiv Kumar Bakshi	Executive Director	6,50,000.00
4	Shri N. S. Srinath*	Executive Director	2,04,795.00

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

The Sitting Fee paid to the Non-Executive Directors during the Year 2010-11 is as under: (No sitting fee is payable to whole time directors and director representing Government of India) :

Sr. No.	Name of the Director	Amount Paid in Rs.
1	Shri A. Somasundaram	75,000.00
2	Shri Milind N. Nadkarni	7,500.00
3	Shri Ranjit Kumar Chatterjee	70,000.00
4	Dr. Atul Agarwal	1,42,500.00
5	Dr. (Smt.) Masarrat Shahid	1,40,000.00
6	Dr. Dharmendra Bhandari	75,000.00
7	Dr. Deepak B. Phatak	1,12,500.00
8	Shri Maulin A. Vaishnav	1,42,500.00
9	Shri Ajay Mathur	1,55,000.00
10	Shri Satya Dev Tripathi	95,000.00
11	Shri V. B. Chavan	5,000.00

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
12th Annual General Meeting	28th July, 2008 at 10.30 a.m.	Prof. C.C. Mehta Auditorium, General Education Centre, Maharaja Sayajirao University of Baroda, Vadodara 390 002	To discuss, approve and adopt the Balance Sheet of the Bank as on 31st March 2008, Profit & Loss Account for the year ended 31st March 2008, the Report of Board of Directors on the working and activities of the Bank and the Auditors’ Report on the Balance Sheet and Accounts and to declare Dividend for the year 2007-08.
Extra Ordinary General Meeting	23rd December, 2008 at 10.00 a.m.	Prof. C.C. Mehta Auditorium, General Education Centre, Maharaja Sayajirao University of Baroda, Vadodara 390 002	Election of three Directors from amongst Shareholders other than Central Government in pursuance of Section 9(3)(i) of the Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970 and Bank of Baroda General (Shares and Meetings) Regulations 1998.
13th Annual General Meeting	2nd July, 2009 At 10.30 a.m.	Prof. C.C. Mehta Auditorium, General Education Centre, Maharaja Sayajirao University of Baroda, Vadodara 390 002	To discuss, approve and adopt the Balance Sheet of the Bank as at 31st March, 2009, Profit and Loss Account for the year ended 31st March, 2009, the report of the Board of Directors on the working and activities of the Bank for the period covered by the Accounts and the Auditors’ Report on the Balance Sheet and Accounts and to declare Dividend for the year 2008– 09.
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 & Desclosure Requirements) Regulations 2009.

7. Disclosures

a)   There is no materially significant Related Party Transaction that may have potential conflict with the interests of the Bank at large.

b)  Income by way of Fees, Commission other than on Government Business, Commission on Guarantees, LCs, Exchange, Brokerage, Interest on overdue Bills, Advance Bills are accounted for on realization basis.

c)  Dividend on Shares in Subsidiaries, Joint Ventures and Associates is accounted on actual realization basis.

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

e)  As on date, the Central Vigilance Commission’s Whistle Blower Policy in toto is in place.

f)  Directors have disclosed that they have no relationship between directors inter se as on 31st March 2011.

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

As a Green Initiative under Corporate Governance, all 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. 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. Shareholders’ Information

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

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

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

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

10.1 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, 2011 the Bank has 391546079 Number of Equity Shares of which 355589031 Shares are held in dematerialized form, as per the detail given below.

10.2 Electronic Clearing Services (ECS)

Electronic Clearing Services (ECS) is a modern method of payment where the amounts of dividend/interest etc., are directly credited to the bank accounts of the Investors concerned. The Bank has offered the services to the shareholders with an option to avail the facility at all the centers covered by Reserve Bank of India under its National ECS/ ECS facility.

The ECS mandate form is appended with the Annual Report.

10.3 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

11. Corporate Governance Rating

Bank of Baroda is the first Public Sector Bank having been assigned a rating to its Corporate Governance Practices by ICRA Limited. The ICRA 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.

12. Financial Calendar

Financial Year 1st April, 2010 to 31st March, 2011
Board Meeting for considering of Accounts (Standalone) and recommendation of dividend.	28th April 2011
Board Meeting for considering of Accounts (Consolidated).	27th May 2011
Submission of audited statement of accounts to RBI.	30th May 2011
Date, Time & Venue of the 15th AGM	4th July 2011 at 10.30 a.m. Sir Sayajirao Nagargriha, Vadodara Mahanagar Seva Sadan, Bank of Baroda Centenary Year (2007-08), T.P. 1, F.P. 549/1. Near GEB Colony, Old Padra Road, Akota, Vadodara-390 020.
Posting of Annual Report	3rd to 6th June 2011
Book Closure dates	Saturday, 25th June 2011 to Monday, 04th July 2011 (both days inclusive)
Last Date for receipt of Proxy Forms	29th June 2011
Probable date of dispatch of warrants for Dividend	Before 14th July 2011
Payment date - Dividend	14th July 2011

13. Shareholding Pattern as on 31st March 2011

Sr. No.	Description	No. of Share Holders	Shares	% to Equity
1.	Govt. of India (Promoters)	2	223279579	57.03
2.	Mutual Funds/UTI	175	34378300	8.78
3.	Financial Institutions / Banks	23	588219	0.15
4.	Insurance Companies	23	27648526	7.06
5.	Foreign Institutional Investors	354	64851872	16.56
6.	Bodies Corporate	1789	18397057	4.70
7.	Resident Individuals	166695	20117509	5.13
8.	Non Resident Indians	2993	2018422	0.52
9.	Overseas Corporate Bodies	3	22000	0.01
10.	Trusts	19	36888	0.01
11.	Clearing Members	237	207707	0.05
	Total	172313	391546079	100.00

14. Status Of Shares Lying In Escrow/Suspense Account as on 31st March 2011

Opening Balance as on 01.04.2010		No. of requests received during the Financial Year 2010-11	Shares credited during the Financial Year 2010-11		Closing Balance as on 31st March 2011
Cases	Shares	Cases	Cases	Shares	Cases	Shares
268	30201	108	72	7573	196	22628*

*The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

15. Distribution of Shareholders - Categorywise as on 31st March 2011

Category	No. of Cases	% of Cases	Total Shares	Amount Rs (Face Value)	% of Amount
1 - 5000	168567	97.84	17808789	178087890.00	4.55
5001 - 10000	2092	1.21	1683123	16831230.00	0.43
10001 - 20000	642	0.37	989381	9893810.00	0.25
20001 - 30000	191	0.11	496551	4965510.00	0.13
30001 - 40000	85	0.05	307803	3078030.00	0.08
40001 - 50000	71	0.04	340072	3400720.00	0.09
50001 - 100000	143	0.08	1101593	11015930.00	0.28
100001 & Above	522	0.30	368818767	3688187670.00	94.19
Total	172313	100.00	391546079	3915460790.00	100.00

16. Geographical (State Wise) Distribution of Shareholders as at 31st March 2011

Sr. No.	State	Cases	Shares	% (No. of Shares)
1.	ANDHRA PRADESH	6211	844613	0.22
2.	ARUNACHAL PRADESH	14	1639	0.00
3.	ASSAM	447	52591	0.01
4.	BIHAR	2801	274064	0.07
5.	CHANDIGARH	431	58679	0.01
6.	DELHI	7120	224469686	57.33
7.	GOA	1378	195456	0.05
8.	GUJARAT	40862	5223739	1.34
9.	HARYANA	1862	217854	0.06
10.	HIMACHAL PRADESH	238	24087	0.00
11.	JAMMU & KASHMIR	195	25456	0.00
12.	KARNATAKA	7082	730578	0.19
13.	KERALA	2819	404589	0.10
14.	MADHYA PRADESH	4727	661636	0.17
15.	MAHARASHTRA	51070	150724708	38.50
16.	MEGHALAYA	91	12542	0.00
17.	NAGALAND	102	22687	0.00
18.	ORISSA	1038	105117	0.03
19.	PUNJAB	1516	195239	0.05
20.	RAJASTHAN	10293	1225849	0.32
21.	TAMIL NADU	11004	1942214	0.50
22.	TRIPURA	114	16188	0.00
23.	UTTAR PRADESH	12204	1538011	0.40
24.	WEST BENGAL	5523	1083921	0.27
25.	OTHERS	3171	1494936	0.38
	Total	172313	391546079	100.00

17. Share Price, Volume of Shares Traded in Stock Exchanges (From 01.04.2010 to 31.03.2011)

Month	National Stock Exchange of India Limited (NSE)			Bombay Stock Exchange Ltd. (BSE)
	Highest (Rs.)	Lowest (Rs.)	Volume Traded (Nos.)	Highest (Rs.)	Lowest (Rs.)	Volume Traded (Nos.)
APR 2010	702.00	615.85	14914982	701.95	616.00	2603626
MAY 2010	726.00	653.60	12861573	722.70	655.20	2146775
JUN 2010	754.50	678.25	12603181	753.35	678.50	1836906
JUL 2010	764.00	690.80	9042643	762.40	695.50	2320588
AUG 2010	848.00	750.20	8555922	848.00	750.30	1985239
SEP 2010	906.00	802.30	5982809	905.30	803.95	1126910
OCT 2010	1049.00	872.60	10923826	1048.65	875.30	1991143
NOV 2010	1051.90	836.25	6881088	1050.00	835.00	1586167
DEC 2010	999.50	862.00	6704981	999.95	860.00	1500897
JAN 2011	906.95	805.25	9929651	906.50	783.50	2592608
FEB 2011	969.00	795.25	6603376	932.00	798.00	1383035
MAR 2011	974.00	860.40	8446660	973.00	869.00	1145024

Profile of Directors Appointed During the Financial Year 2010-11

18.1 Shri Ajay Mathur

Name	Shri Ajay Mathur
Address	168, Golf Links New Delhi – 110003
Date of Birth	22.09.1958
Age	52 Years
Qualifications	1) B. Com. (Hons.) 2) F.C.A
Nature of appointment as Director	Nominated as a part time non-official director w.e.f. 05.05.2010 by the Central Government 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.
Experience	Shri Ajay Mathur has over -28- years of professional experience as Chartered Accountant with specialisation in the area of Taxation, Audit and Assurance Services, Corporate Consulting as well as Mangement and Financial Consultancy. He was also a Government Nominee Director on the Board of Canara Bank, for a period of -3- years. He has keen interest in the field of Corporate Governance and has publication to his credit. The latest one on ‘Role of Audit Committee in ensuring Good Corporate Governance Practices in Banks’ published in ICAI journal.
Directorship or Committee Positions held in other Companies	NIL
No. of Shares held in Bank of Baroda	NIL

18.2 Shri R. Gandhi.

Name	Shri R. Gandhi
Address	Executive Director w.e.f. 01-04-2011 Reserve Bank of India, Central Office 17th Floor, Shahid Bhagat Singh Road Mumbai – 400001
Date of Birth	04.04.1956
Age	54 Years
Qualifications	1) M. A. (Economics) 2) C.A.I.I.B. 3) P.G. Certificate in MIS (USA) 4) Certificate in System Programming (Australia) 5) Certificate in Gandhian Thoughts
Nature of appointment as Director	Nominated as a Director w.e.f. 30.07.2010 (representing RBI) 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	Shri R. Gandhi brings with him a rich experience of central banking of over three decades having wide cross functional exposure in technology, payment systems, capital market, securities, forex, money market, human resouce management and international banking. He has also pilotted several projects on IT, Payment Systems, Financial Literacy, Financial Inclusion and related developmental initiatives. Shri Gandhi’s deputaion to SEBI for a three year assignment had added new dimentions to his experience in the area of Capital Market.
Directorship or Committee Positions held in other Companies	NIL
No. of Shares held in Bank of Baroda	NIL

18.3 Shri Satya Dev Tripathi

18.4 Shri V. B. Chavan

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 2011, 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 : 27.05.2011

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, 2011 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 : 20th May, 2011