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The Board has constituted various Committees 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.


The Board's Committees are as follows:

Audit and Compliance Committee
Compensation Committee
Investor Grievance (Share) Committee
Risk Policy and Monitoring Committee
Credit Approval Committee
Premises Committee
Nomination Committee
Fraud Monitoring Committee
Customer Service Committee

Audit and Compliance Committee

The Audit and Compliance Committee of the Bank comprises Mr. C. M. Vasudev, Mr. Ashim Samanta, Dr. Pandit Palande, Mr. Bobby Parikh and Mr. Partho Datta. The Committee is chaired by Mr. C. M. Vasudev. Mr. Sanjay Dongre, the Company Secretary of the Bank, acts as the secretary of the Committee.

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 include the following:

Overseeing the Bank's financial reporting process and ensuring correct, adequate and credible disclosure of financial information;
Recommending the appointment and removal of external auditors and fixing of their fees;
Reviewing with management the annual financial statements before submission to the Board with special emphasis on accounting policies and practices, compliance with accounting standards and other legal requirements concerning financial statements;

Reviewing the adequacy of the Audit and Compliance functions, including their policies, procedures, techniques and other regulatory requirements; and
Any other terms of reference as may be included from time to time in Clause 49 of the listing agreement.
The Board has also adopted a Charter for the Audit Committee in accordance with certain United States regulatory standards as the Bank’s securities are also listed on the New York Stock Exchange.

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Compensation Committee

The Compensation Committee reviews the overall compensation structure and policies of the Bank with a view to attract, retain and motivate employees, considers grant of stock options to employees and reviews compensation levels of the Bank’s employees vis-à-vis other banks and industries in general.

The Bank's compensation policy provides a fair and consistent basis for motivating and rewarding the employees appropriately according to their job profile / role size, performance, contribution, skill and competence.

Mr. C. M. Vasudev, Dr. Pandit Palande, Mr. Partho Datta and Mr. Bobby Parikh are the members of the Committee.

The Committee is chaired by Mr. C. M. Vasudev. All the members of the Committee are independent directors.


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Investor Grievance (Share) Committee

The Investor Grievance Committee approves and monitors transfer, transmission, splitting and consolidation of shares, and considers requests for dematerialization of shares. Allotment of shares to the employees on exercise of stock options granted under the various Employees Stock Option Schemes which are made in terms of the powers delegated by the Board in this regard, are placed before the Committee for ratification. The Committee also monitors the redressal of complaints from shareholders relating to transfer of shares, non-receipt of Annual Report, dividends etc.

The Committee consists of Mr. Ashim Samanta, Mr. A. N. Roy, Mr. Aditya Puri and Mr. Paresh Sukthankar. The Committee is chaired by Mr. Ashim Samanta.

The powers to approve share transfers and dematerialization 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, 2012, 45 instruments of transfer representing 14,070 shares were pending and have since been processed. The details of the transfers are reported to the Board from time to time.

During the year ended March 31, 2012, 1836 complaints were received from the shareholders. All the complaints were attended to and as on March 31, 2012 no complaints remained unattended or pending. Besides, 11,444 letters were received from the shareholders relating to change of address, nomination requests, email id and contact details updation, IFSC / MICR code updation, ECS / NECS Mandates, claim of shares from Unclaimed Suspense account, queries relating to the annual reports, Sub- division of shares and amalgamation, request for revalidation of dividend and other investor related matters. These letters have also been responded to.


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Risk Policy & Monitoring Committee

The Risk Policy and Monitoring Committee has been formed as per the guidelines of Reserve Bank of India on the Asset Liability Management / Risk Management Systems. The Committee develops the Bank's credit and market risk policies and procedures, verifies 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 Mr. C. M. Vasudev, Mrs. Renu Karnad, Mr. Partho Datta, Mr. Aditya Puri and Mr. Paresh Sukthankar.


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Credit Approval Committee

The Credit Approval Committee approves credit exposures, which are beyond the powers delegated to the executives of the Bank. This facilitates quick response to the needs of the customers and speedy disbursement of loans.

As on March 31, 2012, the Committee consists of Mr. Ashim Samanta, Mr. Bobby Parikh, Mr. Aditya Puri, Mr. Harish Engineer and Mr. Keki Mistry (inducted w.e.f. 01.03.2012)


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Premises Committee

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 Mrs. Renu Karnad, Mr. Aditya Puri, Mr. Ashim Samanta, and Dr. Pandit Palande.


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Nomination Committee
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 scrutinizes the nominations of 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 the competency of the persons nominated:

Academic qualifications, previous experience, track record, and;
Integrity of the candidates.
   

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. C. M. Vasudev, Mr. Ashim Samanta and Dr. Pandit Palande. All the members of the Committee are independent directors.


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Fraud Monitoring Committee
Pursuant to the directions of RBI, the Bank has constituted a Fraud Monitoring Committee, exclusively dedicated to the monitoring and following up of cases of fraud involving amounts of '1,00,00,000/- (Rupees One Crore) and above.

The objectives of this Committee are the effective detection and immediate reporting of the frauds and actions taken against the perpetrators of frauds to the concerned regulatory and enforcement agencies.

The terms of reference of the Committee are as under:

Identify the systemic lacunae, if any, that facilitated the perpetration of 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 Central Bureau of Investigation / 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 any other measures as may be considered relevant to strengthen preventive measures against frauds.
   

The members of the Committee are Mr. C. M. Vasudev, Dr. Pandit Palande, Mr. Partho Datta, Mr. A. N. Roy, Mr. Aditya Puri and Mr. Keki Mistry (inducted w.e.f. 01.03.2012).


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Customer Service Committee

The Customer Service Committee monitors the quality of services rendered to the customers and also ensures the implementation of directives received from the RBI in this regard.

The terms of reference of the Committee are to formulate a comprehensive deposit policy incorporating the issues arising out of the demise of a depositor for operation 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. C. M. Vasudev, Dr. Pandit Palande, Mr. A. N. Roy, Mr. Aditya Puri and Mr. Keki Mistry (inducted w.e.f. 01.03.2012).


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