Corporate Governance

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:

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.

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.

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

*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:

Meeting :

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

Attendance :

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

*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:

Meeting :

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

Attendance :

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

*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:

Meetings:

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

Attendance :

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

*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:

Meeting :

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

Attendance :

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

*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:

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

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

*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:

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:

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:

*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:

Meeting :

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

Attendance :

The details of attendance of the Directors are as under:

*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:

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:

Meeting :

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

Attendance :

The details of attendance of directors are as under:-

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:

Meeting:

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

Attendance :

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

* 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:

Meeting :

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

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:

Meeting :

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

Details of attendance of Directors/Members:

The details of attendance of directors are as under :

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:

Meeting :

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

Attendance :

*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:

Meeting :

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

Attendance :

*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:

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:

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:

*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):

General Body Meetings

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

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

Shareholders’ Information

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

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)

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

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:

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

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

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

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:

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)

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

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: https://www.bankofbaroda.in/disclosures-under-sebi.htm

• 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:

Disclosure of The Compliance With Corporate Governance Requirements

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

Shri Ashok Kumar Garg

Shri Gopal Krishan Agarwal

Smt. Papia Sengupta

Shri Ajay Kumar

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.

Place: Mumbai
Date: 18th May 2017