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of Directors to take informed decisions in the best interest of the Bank.
These committees monitor the activities falling within their terms of
reference. Various committees of the Board were reconstituted during the
year due to induction of additional Director namely; Mr. Pandit Palande.
The Board's Committees are as follows:
The Board's Committees are as follows:
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Audit and Compliance Committee |
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The Audit and
Compliance Committee of the Bank is chaired by Mr. Arvind Pande. The other
members of the Committee are Mr. Ashim Samanta, Mr. C. M. Vasudev, Mr.
Gautam Divan and Dr. Pandit Palande. Dr. Pandit Palande was inducted as
member of the Committee w.e.f. May 17, 2007. All the members of the Committee
are independent directors and Mr. Gautam Divan is a financial expert.
The Committee met 7 (seven) times during the year.
The terms of reference of the Audit Committee are in accordance with Clause
49 of the Listing Agreement entered into with the Stock Exchanges in India,
and inter alia include the following:
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Compensation Committee |
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The Compensation
Committee reviews the overall compensation structure and policies of the
Bank with a view to attract, retain and motivate employees, consider grant
of stock options to employees, reviewing compensation levels of the Bank's
employees vis-à-vis other banks and industry in general.
The Bank's compensation policy is to provide a fair and consistent basis
for motivating and rewarding employees appropriately according to their
job / role size, performance, contribution, skill and competence.
Mr. Jagdish Capoor, Mr. Ashim Samanta, Mr. Gautam Divan and Dr. Pandit
Palande are the members of the Committee. Dr. Pandit Palande was inducted
as member of the Committee w.e.f. May 17, 2007. The Committee is chaired
by Mr. Jagdish Capoor. All members of the Committee other than Mr. Capoor
are independent directors.
The Committee met 3 (three) times during the year.
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Investors' Grievance (SHARE) Committee |
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The Committee
approves and monitors transfer, transmission, splitting and consolidation
of shares and bonds and allotment of shares to the employees pursuant
to Employees Stock Option Scheme. The Committee also monitors redressal
of complaints from shareholders relating to transfer of shares, non-receipt
of Annual Report, dividends etc.
The Committee consists of Mr. Jagdish Capoor, Mr. Aditya Puri and Mr.
Gautam Divan. The Committee is chaired by Mr. Capoor. The Committee met
11 times during the year. The powers to approve share transfers and dematerialisation
requests have been delegated to executives of the Bank to avoid delays
that may arise due to non-availability of the members of the Committee.
As on March 31, 2008, 43 instruments of transfer representing 3871 shares
were pending and since then the same have been processed. The details
of the transfers are reported to the Board of Directors from time to time.
During the year, the Bank received 142 complaints from shareholders,
which have been attended to.
The Committee met 11 (eleven) times during the year.
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Risk Monitoring Committee |
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The committee
has been formed as per the guidelines of Reserve Bank of India on the
Asset Liability Management / Risk Management Systems. The Committee develops
Bank's credit and market risk policies and procedures, verify adherence
to various risk parameters and prudential limits for treasury operations
and reviews its risk monitoring system. The committee also ensures that
the Bank's credit exposure to any one group or industry does not
exceed the internally set limits and that the risk is prudentially diversified.
The Committee consists of Mrs. Renu Karnad, Mr. Aditya Puri and Mr.
C. M. Vasudev and is chaired by Mrs. Renu Karnad.
The Committee met 5 (five) times during the year.
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Credit Approval Committee |
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The Credit Approval
Committee approves credit exposures, which are beyond the powers delegated
to executives of the Bank. This facilitates quick response to the needs
of the customers and speedy disbursement of loans.
The Committee consists of Mr. Jagdish Capoor, Mr. Aditya Puri, Mr. Keki
Mistry and Mr. Gautam Divan. The Committee is chaired by Mr. Capoor.
The Committee met 2 (two) times during the year.
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The Premises Committee |
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The Premises
Committee approves purchases and leasing of premises for the use of Bank's
branches, back offices, ATMs and residence of executives in accordance
with the guidelines laid down by the Board. The committee consists of
Mr. Aditya Puri, Mr. Ashim Samanta, Mrs. Renu Karnad and Dr. Pandit Palande.
Dr. Pandit Palande was inducted as member of the Committee w.e.f. May
17, 2007. The Committee is chaired by Mrs. Renu Karnad.
The Committee met 4 (four) times during the year.
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Nomination Committee |
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The Bank has constituted a Nomination Committee for recommending
the appointment of independent / non-executive directors on the Board of
the Bank. The Nomination Committee scrutinises the nominations for independent
/ non-executive directors with reference to their qualifications and
experience. For identifying ‘fit and proper' persons, the Committee
adopts the following criteria to assess competency of the persons nominated:
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Academic qualifications,
previous experience, track record, and |
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Integrity of the candidates. |
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For assessing
the integrity and suitability, features like criminal records, financial
position, civil actions undertaken to pursue personal debts, refusal of
admission to and expulsion from professional bodies, sanctions applied
by regulators or similar bodies and previous questionable business practice
are considered.
The members of the Committee are Mr. Arvind Pande, Mr. Ashim Samanta
and Dr. Pandit Palande. Dr. Pandit Palande was inducted as member of the
Committee w.e.f. May 17, 2007. The Committee is chaired by Mr. Arvind
Pande. All the members of the Committee are independent directors.
The Committee met 2 (two) times during the year.
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Fraud Monitoring Committee |
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Pursuant to the directions of the
Reserve Bank of India, the Bank has constituted a Fraud Monitoring Committee,
exclusively dedicated to the monitoring and following up of cases of fraud
amounting to Rs.1 crore and above. The objective of this Committee is the
effective detection of frauds and immediate reporting thereof to regulatory
and enforcement agencies and actions taken against the perpetrators of frauds.
The terms of reference of the Committee are as under:
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Identify the systemic
lacunae, if any, that facilitated perpetration of the fraud and put
in place measures to plug the same. |
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Identify the reasons for delay in
detection, if any, reporting to top management of the Bank and RBI. |
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Monitor progress of CBI / police
investigation and recovery position. |
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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. |
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Review the efficacy of the remedial
action taken to prevent recurrence of frauds, such as strengthening
of internal controls. |
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Put in place other measures as may
be considered relevant to strengthen preventive measures against frauds.
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Jagdish Capoor, Mr. Aditya Puri, Mr. Keki Mistry and Mr. Arvind Pande.
The Committee is chaired by Mr. Jagdish Capoor. The Committee met 4 (four)
times during the year.
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Customer Service Committee |
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The Committee
monitors the quality of services rendered to the customers and also ensures
implementation of directives received from RBI in this regard. The terms
of reference of the Committee are to formulate comprehensive deposit policy
incorporating the issues arising out of death of a depositor for operations
of his account, the product approval process, the annual survey of depositor
satisfaction and the triennial audit of such services.
The members of the Committee are Mr. Keki Mistry, Mr. Arvind Pande and
Dr. Pandit Palande. Dr. Pandit Palande was inducted as member of the Committee
w.e.f. May 17, 2007.
The Committee met 4 (four) times during the year.
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