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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:
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. All the members of the Committee are independent directors and
Mr. Gautam Divan is a Chartered Accountant and a financial expert.
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-à-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. Jagdish Capoor, Mr. Ashim Samanta, Mr. Gautam Divan and Dr. Pandit
Palande are the members of the Committee. The Committee is chaired by
Mr. Jagdish Capoor. All the members of the Committee other than Mr. Capoor
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. Jagdish Capoor, Mr. Aditya Puri and Mr.
Gautam Divan. The Committee is chaired by Mr. Capoor. 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, 2009, 41 instruments of transfer representing 2,312 shares
were pending. 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 197 complaints were received from the shareholders.
All the complaints were attended to and as at 31st March 2009 no complaints
remained unattended. Besides 10,409 letters were received from the shareholders
relating to change of address, nomination requests, ECS Mandates, queries
relating to annual report, 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
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 Mrs. Renu Karnad, Mr. Aditya Puri Mr. C. M.
Vasudev and Mr. Paresh Sukthankar (inducted as member of the Committee
w.e.f. January 14, 2009). The Committee is chaired by Mrs. Renu Karnad.
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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. |
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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 Mrs. Renu Karnad, Mr. Aditya Puri, Mr. Ashim
Samanta and Dr. Pandit Palande. The Committee is chaired by Mrs. Renu
Karnad. |
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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. Arvind Pande, Mr. Ashim Samanta and
Dr. Pandit Palande. The Committee is chaired by Mr. Arvind Pande. All
the members of the Committee 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.
Jagdish Capoor, Mr. Aditya Puri, Mr. Keki Mistry, Mr. Arvind Pande and
Mr. Gautam Divan (inducted as member of the Committee w.e.f. January 14,
2009). The Committee is chaired by Mr. Jagdish Capoor.
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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, Dr.
Pandit Palande and Mr. Harish Engineer (inducted as member of the Committee
w.e.f. January 14, 2009). The Committee is chaired by Mr. Arvind Pande.
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