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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:
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Audit and Compliance
Committee |
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The Audit and Compliance Committee of
the Bank is chaired by Mr. C. M. Vasudev. The other members of the Committee
are Mr. Ashim Samanta, Dr. Pandit Palande, Mr. Partho Datta and Mr. Bobby
Parikh. All the members of the Committee other than Mr. C. M. Vasudev
are independent directors and Mr. Partho Datta and Mr. Bobby Parikh are
Chartered Accountants and financial experts.
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 includes 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-a
-vis other banks and industry in general. The Bank's compensation policy
provides a fair and consistent basis for motivating and rewarding employees
appropriately according to their job / role size, performance, contribution,
skill and competence.
Mr. C.M. Vasudev, Mr. Partho Datta, Dr. Pandit Palande 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 other than Mr. C.M. Vasudev
are independent directors. |
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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. 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 expedite the process
of share transfers.
As on March 31, 2010, 78 instruments of transfer representing 4346 shares
were pending and since them the same have been processed. These have since
been processed. The details of the transfers are reported to the Board
of Directors from time to time.
During the year under review 1888 complaints were received from the shareholders.
All the complaints were attended to and as at 31st March 2010 no complaints
remained unattended. Besides 10907 letters were received from the shareholders
relating to change of address & nomination requests, ECS / NECS Mandates,
queries relating to annual reports, amalgamation, request for revalidation
of dividend and fractional warrants and other investor related matters.
These letters have also been responded to. |
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Risk Policy & 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, 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, Mr. Aditya Puri, Mr. Partho
Datta, Mrs. Renu Karnad and Mr. Paresh Sukthankar. |
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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. Aditya Puri, Mr. Keki Mistry, Mr. Ashim
Samanta, Mr. Bobby Parikh and Mr. Harish Engineer. |
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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, Dr. Pandit Palande and Mr. Keki Mistry. |
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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 scrutinizes 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 practices are considered.
The members of the Committee are Mr. C. M. Vasudev, Mr. Ashim Samanta
and Dr. Pandit Palande. The Committee is chaired by Mr. C. M. Vasudev.
All the members of the Committee other than Mr. C. M. Vasudev are independent
directors. |
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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
involving amounts of 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 of 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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The members of the Committee are Mr.
C.M. Vasudev, Mr. Aditya Puri, Mr. Partho Datta, Dr. Pandit Palande and
Mr. A. N. Roy. The Committee is chaired by Mr. C. M. Vasudev.
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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. C.M. Vasudev, Mr. A. N. Roy, Mr.
Aditya Puri and Dr. Pandit Palande. The Committee is chaired by Mr. C.
M. Vasudev. |
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