The Board has constituted 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 due to induction of additional Director namely; Mr. Pandit Palande. The Board's Committees are as follows:

The Board's Committees are as follows:

Audit and Compliance Committee
Compensation Committee
Investors' Grievance (SHARE) Committee

Risk Monitoring Committee

Credit Approval Committee
The Premises Committee
Nomination Committee
Fraud Monitoring Committee
Customer Service Committee

Audit and Compliance Committee

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:

Overseeing the Bank's financial reporting process and ensuring correct, adequate and credible disclosure of financial information.
Recommending 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 connection with certain United States regulatory standards as the Bank's securities are also listed on 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, 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

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

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

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

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

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:

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. 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

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:


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.
Put in place other measures as may be considered relevant to strengthen preventive measures against frauds.
   

The members of the Committee are Mr. 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

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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