Composition of Board of Directors and various Committees of the Board as on August 6, 2014 and their functions

Transcription

1 Board Structure: Annexure I Composition of Board of Directors and various Committees of the Board as on August 6, 2014 and their functions The Bank's Board of Directors is broad-based and constitution thereof is governed by the provisions of the Banking Regulation Act, 1949, the Companies Act, 2013, the Articles of Association of the Bank and the requirements of corporate governance as envisaged in the Listing Agreement with the Stock Exchanges. The Board functions directly as well as through various Board Committees constituted to provide focused governance in important functional areas of the Bank. As on date, there were 8 members on the Board and 14 Committees of the Board. The details of the same are as under: (i) Board of Directors Name of Director Shri Mukkur Srinivasan Raghavan Shri Bal Krishan Batra Shri Melwyn Oswald Rego Ms. Snehlata Shrivastava Shri Panemangalore Srinivasa Shenoy Shri Ravi Sethurathnam Shri Ninad Bhalchandra Karpe Shri Pankaj Vats Designation Chairman & Managing Director Deputy Managing Director Deputy Managing Director Non-Executive Director (Government Director) (ii) Committees The constitution and main functions of 14 Committees of the Board of Directors are set forth below: I. The Executive Committee The Executive Committee comprises of six Directors, including the Chairman and Managing Director as the Committee Chairman. It considers all matters other than matters relating to policy and those specifically required to be considered by the Board under the Companies Act, the Banking Regulation Act and the Bank s Articles of Association. The Executive Committee may exercise such other powers as may be delegated to it by the Board of Directors. The Executive Committee s functions include the sanction of loans to corporates, restructuring of liabilities of corporates and settlement of loans outstanding. The Executive Committee has full powers in respect of sanction of credit proposals. The Executive Committee also deliberates upon the review of various operational items in accordance with the review calendar prescribed by RBI.

2 As on date, the Executive Committee comprised of the following members: Shri P.S. Shenoy Shri S. Ravi Shri Ninad Karpe II. Audit Committee The Audit Committee comprises of six directors, four of whom are s. The Chairman of the Audit Committee is an and a qualified Chartered Accountant. Senior Executives of the Bank are invited to attend Audit Committee Meetings as and when considered necessary. The Audit Committee acts as an intermediary between the Management and the Statutory and Internal Auditors overseeing the Internal Audit functions. The functions of Audit Committee are set out under the Companies Act, 2013 and clause 49 of the listing agreement. As on date, the Audit Committee comprised of following members: Shri S. Ravi Chairman () Ms. Snehlata Shrivastava Govt. Director Shri P.S. Shenoy Shri Ninad Karpe Shri Pankaj Vats Permanent Special Invitee III. Business Review Committee (BRC) The Business Review Committee (BRC) was constituted on August 26, 2013 to have focused discussion on review and reporting items and items for information that were earlier submitted to Board. The Board now takes note of and records the discussion held on these items while noting the minutes of BRC meetings. The committee s functions also include discussion of the review items (including calendar reviews) that are for information and not involving any approval/ ratification/ strategy and reporting items, other than secretarial reportings. As on date, BRC comprised of following members: Shri P.S. Shenoy Shri S. Ravi Shri Pankaj Vats

3 IV. Stakeholders Relationship Committee The Stakeholders Relationship Committee presently consists of four directors, two of whom are independent directors. The committee addresses the redressal of shareholders and investors grievances pertaining to share transfers, non-receipt of Annual Report, non-receipt of declared dividend and so on. As on date, the Stakeholders Relationship Committee comprised of following members: Shri Pankaj Vats Chairman () Shri S. Ravi V. Risk Management C`ommittee The Risk Management Committee presently consists of four directors. The broad terms and functions of the committee include assessing various risks associated with the business, and addressing issues relating to asset liability mismatch. As on date, the Risk Management Committee comprised of the following members: Shri P.S. Shenoy Chairman () Shri B.K. Batra - Deputy Managing Director Shri Ninad Karpe VI. Fraud Monitoring Committee The Fraud Monitoring Committee of the Board was constituted as a result of the RBI guidelines dated January 14, 2004 and consists of five members. The major functions of the committee are the monitoring and reviewing of all fraud cases of ` 10 million and above in order to: identify systemic gaps or loopholes, if any, that facilitated perpetration of the fraud and put in place measures to remedy and/or prevent the same; identify the reasons for the delay in detection, if any, and reporting fraud cases to top management of the Bank and the RBI; monitor the progress of Central Bureau of Investigation and/or police investigation and recovery status of fraud cases; ensure that staff accountability is examined at all levels in all the cases of frauds and order any action to be taken against staff, if required in a timely manner; and review the efficacy of remedial action taken to prevent recurrence of frauds, including but not limited to strengthening of internal controls within the Bank. As on date, the Fraud Monitoring Committee comprised of the following members: Shri S. Ravi Shri Ninad Karpe

4 VII. Customer Service Committee The Customer Service Committee of the Board has been constituted according to RBI guidelines in order to continuously improve the quality of customer service provided by the Bank and to address customer complaints. According to RBI guidelines, the primary responsibilities of the Customer Service Committee are: Formulation of the Bank s Comprehensive Deposit Policy, incorporating issues such as treatment of death of a depositor for operation of his account; Product approval process; Annual survey of depositor satisfaction; and Triennial audit of all above services. The Committee consists of five members as on date: Shri B.K. Batra - Deputy Managing Director Ms. Snehlata Shrivastava Government Director Shri P.S. Shenoy VIII. Information Technology Committee The Bank has established an Information Technology Committee to put in place a technology platform. The objectives were to render various services to the clients; to help in streamlining the approach; to assist in launching new products and to provide services. The Committee consists of five members as on date: Shri Ninad Karpe - Chairman () Shri B. K. Batra - Deputy Managing Director Shri P.S. Shenoy Shri Pankaj Vats IX. Remuneration Committee The Remuneration Committee of the Board has been constituted for payment of annual Performance Linked Incentive to the Chairman and Managing Director (CMD) and Deputy Managing Directors (DMDs) of the Bank as per the directives of Government of India. Apart from it, the Remuneration Committee would also fulfill its mandate in terms of section 178 of the Companies Act, Ms. Snehlata Shrivastava Chairperson (Government Director) Shri P. S. Shenoy Shri S. Ravi. Shri Ninad Karpe X. Nomination Committee

5 In compliance with the guidelines issued by RBI, a Nomination Committee was constituted to undertake a process of due diligence to determine the fit and proper status of existing Directors elected, and the persons to be elected as Directors, by shareholders other than the Central Government and Central Government Banks and Institutions consisting of a minimum of three Directors (all Independent/ Non-Executive Directors) from among the Board of Directors. It also fulfills its mandate in terms of Section 178 of the Companies Act, Shri P.S Shenoy - Chairman () Shri S. Ravi. Shri Ninad Karpe. Shri Pankaj Vats XI. HR Steering Committee As per the recommendations of the Khandelwal Committee, Ministry of Finance, Government of India, vide its communication dated 21st October, 2011, conveyed that a Steering Committee of the Board on HR issues should be constituted with Government Director and two outstanding HR professionals, apart from Chairman and Managing Director and Executive Directors. Accordingly, the Bank at its Board meeting held on January 31, 2012, has constituted a Steering Committee of the Board on HR to deal with the matters related to Human Resources viz., Policies pertaining to Recruitment, Training; Performance Management, Compensation and Career Development Initiatives; Management Development and Succession Planning; and Alignment of HR strategy to the Business strategy & plan Ms. Snehlata Shrivastava Government Director Shri P.S.Shenoy XII. Recovery Review Committee According to the Govt. directives /Board s recommendation, Recovery Review Committee has been constituted for reviewing NPAs, stressed accounts, written-off cases, OL cases, DRT cases, and so on. Shri M.S.Raghavan Chairman & Ms. Snehlata Shrivastava Government Managing Director Director Shri S. Ravi Shri Pankaj Vats XIII. Corporate Social Responsibility Committee (CSRC)

6 In terms of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee of the Board was constituted by the Board at its meeting held on December 30, The primary responsibilities of the CSR Committee are: a) To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Bank as specified in Schedule VII of the Companies Act, 2013; b) To recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and c) To monitor the Corporate Social Responsibility Policy of the Bank from time to time. Shri Ninad Karpe. Shri Pankaj Vats XIV. s Committee In terms of Schedule IV of the Companies Act, 2013, an s Committee has been constituted at the Board Meeting held on April 30, 2014 consisting of the s of the Bank. The primary responsibilities of the committee as per the Companies Act, 2013 are as under: i. To review the performance of Non-s and the Board as a whole; ii. To review the performance of the Chairman of the Bank taking into account views of Executive and Non-Executive Directors of the Bank and; iii. To assess the quality, quantity and timeliness of flow of information from the Management to the Board for the Board to effectively and reasonably perform their duties. Shri P.S.Shenoy, Chairman Shri S. Ravi Shri Ninad Karpe Shri Pankaj Vats