BANK OF INDIA: Code of conduct for directors: I.

Need and objective of the Code

Clause 49 of the Listing Agreement entered into with the Stock Exchanges, requires, as part of Corporate Governance, the listed entities to lay down a Code of Conduct for Directors on the Board of an entity and it Senior Management Accordingly the Bank has laid down this Code for its Directors on the Board II. Bank's belief system This Code of Conduct attempts to set forth the guiding principles on which the Bank shall operate and conduct its daily business with its multitudinous stakeholders, government and regulatory agencies, media, and anyone else with whom it is connected. It recognises that the Bank is a trustee and custodian of public money and in order to fulfil its fiduciary obligations and responsibilities, it has to maintain and continue to enjoy the trust and confidence of public at large. The Bank acknowledges the need to uphold the integrity of every transaction it enters into and believes that honesty and integrity in its internal conduct would be judged by its external behaviour. The Bank shall be

committed in all its actions to the interest of the countries in which it operates. The Bank is conscious of the reputation it carries amongst its customers and public at large and shall endeavour to do all it can to sustain and improve upon the same in its discharge of obligations. The Bank shall continue to initiate policies, which are customer centric and which promote financial prudence. III. The Philosophy Of Code envisages The and expects Code -

The Bank expects all Directors to exercise good judgement, to ensure the interests, safety and welfare of customers, employees, and other stakeholders and to maintain a cooperative, efficient, positive, harmonious and productive work environment and business organization. The Directors while discharging duties of their office must act honestly and with due diligence. They are expected to act with that amount of utmost care and prudence, which an ordinary person is expected to take in his/her own business. These standards need to be applied while working in the premises of the Bank, at offsite locations where the business is being conducted

whether in India or abroad, at Banksponsored business and social events, or at any other place where they act as

representatives

of

the

Bank.

A. adherence to the highest standards of honest and ethical conduct, including proper and ethical procedures in dealing with actual or apparent conflicts of interest between personal and professional relationships. B. full, fair, accurate, timely and meaningful disclosures in the periodic reports required to be filed by the Bank with government and regulatory agencies. C. compliance with applicable laws, rules and regulations. D. to address misuse or misapplication of the Bank's assets and resources. E. the highest level of confidentiality and fair dealing within and outside the Bank. B Conflict of Interest

A "Conflict of Interest" occurs when personal interest of any member of the Board of Directors interferes or appears to interfere in any way with the interests of the Bank. Every member of the Board of Directors has a responsibility to the Bank, its stakeholders and to each other. Although this duty does not prevent them from engaging in personal transactions and investments, it does demand that they avoid situations where a conflict of interest might occur or appear to occur. They are expected to perform their duties in a way that they do not conflict with the Bank's interest such asBusiness Interests - If any member of the Board of Directors considers investing in securities issued by the Bank's customer, supplier or competitor, they should ensure that these investments do not compromise their responsibilities to the Bank. Many factors including the size and nature of the investment; their ability to influence the Bank's decisions; their access to confidential information of the Bank, or of the other entity, and the nature of the relationship between the Bank and the customer, supplier or competitor should be

considered in determining whether a conflict exists. Additionally, they should disclose to the Bank any interest that they have which may conflict with the business of the Bank. Related Parties - As a general rule, the Directors should avoid conducting Bank's business with a relative or any other person or any firm, Company, Association in which the relative or other person is associated in any significant role. Relatives shall include: Spouse Father Mother (including step-mother) Son (including step-son) Son's wife

Daughter (including step-daughter) Father's father Father's mother Mother's mother Mother's father Son's son Son's son's wife Son's daughter Son's Daughter's husband Daughter's husband Daughter's son Daughter's son's wife Daughter's daughter Daughter's daughter's husband Brother (including step-brother) Brother's wife Sister (including step-sister) Sister's husband If such a related party transaction is unavoidable, they must fully disclose the nature of the related party transaction to the appropriate authority. Any dealings with a related party must be conducted in such a way that no preferential treatment is given to that party. In the case of any other transaction or situation giving rise to conflicts of interests, the appropriate authority should after due deliberations decide on its impact. Applicable Laws

C.

The Directors of the Bank must comply with applicable laws, regulations, rules and regulatory orders. They should report any inadvertent non-compliance, if detected subsequently, to the concerned authorities

D.

Disclosure

Standards

The Bank shall make full, fair, accurate, timely and meaningful disclosures in the periodic reports required to be filed with Government and Regulatory agencies. The members of Core Management of the Bank shall initiate all actions deemed necessary for proper dissemination of relevant information to the Board of Directors, Auditors and other Statutory Agencies, as may be required by applicable laws, rules and regulations. E. Use of Bank's Assets and Resources :

Each member of the Board of Directors has a duty to the Bank to advance its legitimate interests while dealing with the Bank's assets and resources. Members of the Board of Directors are prohibited from: using corporate

property, information or position for personal gain; soliciting, demanding, accepting or agreeing to accept anything of value from any person while dealing with the Bank's assets and resources; acting on behalf of the Bank in any transaction in which they or any of their relative(s) have a significant direct or indirect interest. F. 1. Confidentiality Bank's and Confidential Fair Dealings Information

The Bank's confidential information is a valuable asset. It includes all trade related information, trade secrets, confidential and privileged information, customer information, employee related information, strategies, administration, research in connection with the Bank and commercial, legal, scientific, technical data that are either provided to or made available to each member of the Board of Directors by the Bank either in paper form or electronic media to facilitate their work or that they are able to know or obtain access by virtue of their position with the Bank. All confidential information must be used for Bank's business purposes only. This responsibility includes the safeguarding, securing and

proper disposal of confidential information in accordance with the Bank's policy on maintaining and managing records. This obligation extends to confidential information of third parties, which the Bank has rightfully received under non-disclosure agreements. To further the Bank's business, confidential information may have to be disclosed to potential business partners. Such disclosure should be made after considering its potential benefits and risks. Care should be taken to divulge the most sensitive information, only after the said potential business partner has signed a confidentiality agreement with the Bank. Any publication or publicly made statement that might be perceived or construed as attributable to the Bank, made outside the scope of any appropriate authority in the Bank,

should include a disclaimer that the publication or statement represents the views of the specific author and not the bank. 2. Other Confidential Information -

The Bank has many kinds of business relationships with many companies and individuals. Sometimes, they will volunteer confidential information about their products or business plans to induce the Bank to enter into a business relationship. At other times, the Bank may request that a third party provide confidential information to permit the Bank to evaluate a potential business relationship with that party. Therefore, special care must be taken by the Board of Directors to handle the confidential information of others responsibly. Such confidential information should be handled in accordance with the agreements with such third parties. The Bank requires that every Director should be fully compliant with the laws, statutes, rules and regulations that have the objective of preventing unlawful gains of any nature whatsoever. Directors shall not accept any offer, payment promise to pay, or authorization to pay any money, gift, or anything of value from customers,

suppliers, shareholders/ stakeholders, etc. that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any commission of fraud, or opportunity for the commission of any fraud. IV. Good corporate governance practices

Each member of the Board of Directors of the Bank should adhere to the following so as to ensure compliance with good Corporate Governance practices. " Dos

Attend Board meetings regularly and participate in the deliberations and discussions effectively. Study the Board papers thoroughly and enquire about follow-up reports on definite time schedule. Involve actively in the matter of formulation of general policies. Be familiar with the broad objectives of the Bank and the policies laid down by the Government and the various laws and legislations. Ensure confidentiality " of the Bank's agenda papers, notes and Minutes. Dont's

Do not interfere in the day to day functioning of the bank. (This stipulation does not

apply to the Chairman and Managing Director and Executive / Whole Time Director) Do not reveal any information relating to any constituent of the Bank to anyone. Do not display the logo / distinctive design of the Bank on their personal visiting cards / letter heads. (This does not prevent the Chairman and Managing Director and Executive /Whole Time Director from using DO Letterheads or visiting cards with BOI's logo thereon). Do not sponsor any proposal relating to loans, investments, buildings or sites for Bank's premises, enlistment or empanelment of contractors, architects, auditors, doctors, lawyers and other professionals, etc. Do not do anything, which will interfere with and / or be subversive of maintenance of discipline, good conduct and integrity of the staff. V. Waivers

Any waiver of any provision of this Code of Conduct for a member of the Bank's Board of Directors must be approved in writing by the Board of Directors of the Bank. The matters covered in this Code of Conduct are of the utmost importance to the Bank, its stakeholders and its business partners, and are essential to the Bank's

ability to conduct its business in accordance with its value system. I have received and read the Bank's Code of Conduct and agree to comply with the same. Name Signature Place & : : Date :

Code of conduct for GM's CORPORATE GOVERNANCECODE OF CONDUCT (GENERAL MANAGERS) I. Need and objective of the Code

Clause 49 of the Listing Agreement entered into with the Stock Exchanges, requires, as part of Corporate Governance, the listed entities to lay down a Code of Conduct for Directors on the Board of an entity and its Senior Management. Senior Management has been defined to include personnel who are members of its Core Management and functional heads excluding the Board of Directors. Accordingly the Bank has laid down this Code for its Core Management (Core Management means top executives of the Bank at the level of General Managers). II. Bank's belief system This Code of Conduct attempts to set forth the guiding principles on which the Bank shall operate and conduct its daily business with its multitudinous stakeholders, government and regulatory agencies, media, and anyone else with whom it is connected. It recognises that the Bank is a trustee and custodian of public money and in order to fulfil its fiduciary obligations and responsibilities, it has to maintain and continue to enjoy the trust and confidence of public at large. The Bank acknowledges the need to uphold the integrity of every transaction it enters into and believes that honesty and integrity in its internal conduct would be judged by its external behaviour. The

Bank shall be committed in all its actions to the interest of the countries in which it operates. The Bank is conscious of the reputation it carries amongst its customers and public at large and shall endeavour to do all it can to sustain and improve upon the same in its discharge of obligations. The Bank shall continue to initiate policies, which are customer centric and which promote financial prudence. III. Philosophy Of The Code The Code envisages and expects A. adherence to the highest standards of honest and ethical conduct, including proper and ethical procedures in dealing with actual or apparent conflicts of interest between personal and professional relationships. B. full, fair, accurate timely and meaningful disclosures in the periodic reports required to be filed by the Bank with government and regulatory agencies. C. compliance with applicable laws, rules and regulations. D. to address misuse or misapplication of the Bank's assets and resources. E. the highest level of confidentiality and fair dealing within and outside the Bank. A. General Standards of conduct

The Bank expects all members of the Core Management to exercise good judgement, to ensure the interests, safety and welfare of customers, employees, and other stakeholders and to maintain a co-operative, efficient, positive, harmonious and productive work environment and business organisation. The members of the Core Management while discharging duties of their office must act honestly and with due diligence. They are expected to act with that amount of utmost care and prudence, which an ordinary person

is expected to take in his/her own business. These standards need to be applied while working in the premises of the Bank, at offsite locations where the business is being conducted whether in India or abroad, at Bank-sponsored business and social events, or at any other place where they act as representatives of the Bank.

Code of conduct for GM's B Conflict of Interest

A "Conflict of Interest" occurs when personal interest of any member of the Core Management interferes or appears to interfere in any way with the interests of the Bank. Every member of the Core Management has a responsibility to the Bank, its stakeholders and to each other. Although this duty does not prevent them from engaging in personal transactions and investments, it does demand that they avoid situations where a conflict of interest might occur or appear to occur. They are expected to perform their duties in a way that they do not conflict with the Bank's interest such asEmployment

/ Outside Employment - The members of the Core Management are expected to devote their total attention to the business interests of the Bank. They are prohibited from engaging in any activity that interferes with their performance or responsibilities to the Bank or otherwise is in conflict with or prejudicial to the Bank. Business Interests - If any member of the Core Management considers investing in securities issued by the Bank's customer, supplier or competitor, they should ensure that these investments do not compromise their responsibilities to the Bank. Many factors including the size and nature of the investment; their ability to influence the Bank's decisions; their access to confidential information of the Bank, or of the other entity, and the nature of the relationship between the Bank and the customer, supplier or competitor should be considered in determining whether a conflict exists. Additionally, they should disclose to the Bank any interest that they have which may conflict with the business of the Bank. Related Parties - As a general rule, the members of the Core Management should avoid conducting Bank's business with a relative or any other person or any firm, Company, Association in which the

relative or other person is associated in any significant role. Relatives shall include: Spouse Father Mother Son Son's Daughter Father's Father's

(including (including wife (including father mother

step-mother) step-son) step-daughter)

Mother's Mother's Son's Son's Son's Son's Daughter's Daughter's Daughter's Daughter's Daughter's Brother Brother's Sister Sister's

mother father son son's daughter Daughter's husband son son's daughter daughter's (including wife (including husband step-sister) husband step-brother) wife husband wife

If such a related party transaction is unavoidable, they must fully disclose the nature of the related party transaction to the appropriate authority. Any dealings with a related party must be conducted in such a way that no preferential treatment is given to that party. In the case of any other transaction or situation giving rise to conflicts of interests, the appropriate authority should after due deliberations decide on its impact. C. Applicable Laws

The Core Management must comply with applicable laws, regulations, rules and regulatory orders. They

should report any inadvertent non-compliance, if detected subsequently, to the concerned authorities. D. Disclosure Standards

The Bank shall make full, fair, accurate, timely and meaningful disclosures in the periodic reports required to be filed with Government and Regulatory agencies. The members of Core Management of the Bank shall initiate all actions deemed necessary for proper dissemination of relevant information to the Board of Directors, Auditors and other Statutory Agencies, as may be required by applicable laws, rules and regulations. E. Use of Bank's Assets and Resources :

Each member of the Core Management has a duty to the Bank to advance its legitimate interests while dealing with the Bank's assets and resources. Members of the Core Management are prohibited from:

using

corporate

property,

information

or

position

for

personal

gain;

soliciting, demanding, accepting or agreeing to accept anything of value from any person while dealing with the Bank's assets and resources; acting on behalf of the Bank in any transaction in which they or any of their relative(s) have a significant direct or indirect interest.

Code of conduct for GM's F. 1 Confidentiality Bank's and Confidential Fair Dealings Information

The Bank's confidential information is a valuable asset. It includes all trade related information, trade secrets, confidential and privileged information, customer information, employee related information, strategies, administration, research in connection with the Bank and commercial, legal, scientific, technical data that are either provided to or made available to each member of the Core Management by the Bank either in paper form or electronic media to facilitate their work or that they are able to know or obtain access by virtue of their position with the Bank. All confidential information must

be used for Bank's business purposes only. This responsibility includes the safeguarding, securing and proper disposal of confidential information in accordance with the Bank's policy on maintaining and managing records. This obligation extends to confidential information of third parties, which the Bank has rightfully received under non-disclosure agreements. To further the Bank's business, confidential information may have to be disclosed to potential business partners. Such disclosure should be made after considering its potential benefits and risks. Care should be taken to divulge the most sensitive information, only after the said potential business partner has signed a confidentiality agreement with the Bank. Any publication or publicly made statement that might be perceived or construed as attributable to the Bank, made outside the scope of any appropriate authority in the Bank, should include a disclaimer that the publication or statement represents the views of the specific author and not the bank. 2. Other Confidential Information -

The Bank has many kinds of business relationships with many companies and individuals. Sometimes, they will volunteer confidential information about their products or business plans to induce the Bank to enter into a business relationship. At other times, the Bank may request that a third party provide confidential information to permit the

Bank to evaluate a potential business relationship with that party. Therefore, special care must be taken by the members of the Core Management to handle the confidential information of others responsibly. Such confidential information should be handled in accordance with the agreements with such third parties. The Bank requires that every member of Core Management should be fully compliant with the laws, statutes, rules and regulations that have the objective of preventing unlawful gains of any nature whatsoever. the members of Core Management shall not accept any offer, payment promise to pay, or authorisation to pay any money, gift, or anything of value from customers, suppliers, shareholders/ stakeholders, etc. that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any commission of fraud, or opportunity for the commission of any fraud. IV. Good corporate governance practices

Each member of the Core Management of the Bank should adhere to the following so as to ensure compliance with good Corporate Governance practices.

Dos Involve actively in the matter of formulation of general policies. Be familiar with the broad objectives of the Bank and the policies laid down by the Government and the various laws and legislations. Dont's Do not reveal any information relating to any constituent of the Bank to anyone. Do not sponsor any proposal relating to loans, investments, buildings or sites for Bank's premises, enlistment or empanelment of contractors, architects, auditors, doctors, lawyers and other professionals, etc. Do not do anything, which will interfere with and / or be subversive of maintenance of discipline, good conduct and integrity of the staff. V. Waivers

Any waiver of any provision of this Code of Conduct for a member of the Core Management must be approved in writing by the Board of Directors of the Bank. The matters covered in this Code of Conduct are of the utmost importance to the Bank, its stakeholders and its business partners, and are essential to the Bank's ability to conduct its business in accordance with its value system. I have received and read the Bank's Code of Conduct and agree to comply with the same.

Name Signature Place &

: : Date :

CORPORATE GOVERNANCE IN INDIAN BANKS: Introduction The concept of corporate governance, which emerged as a response to corporate failures and widespread dissatisfaction with the way many corporates function, has become one of the wide and deep discussions across the globe recently. It primarily hinges on complete transparency, integrity and accountability of the management. There is also an increasingly greater focus on investor protection and public interest. Corporate governance is concerned with the values, vision and visibility. It is about the value orientation of the organisation, ethical norms for its performance, the direction of development and social accomplishment of the organisation and the visibility of its performance and practices. Indian Banking Industry Indian banking has around 200 years of history and has undergone many transformations since independence. But, Liberalisation,

Privatisation and Globalisation and Information Technology are currently changing the Indian banking radically. Earlier, banking was virtually a monopoly of the public sector banks with full protection from the State. But the process of reforms in the Indian banking system has thrown them out to more liberal and free market forces. Now the banks, more particularly the public sector ones, feel the real heat of the competition. The interest rate cuts, dwindling margins and more number of players to serve a reduced number of bankable clients have all added to the worries of the banks. The customer has finally come to hold the center stage and all banking products are tailor-made to suit his tastes and preferences. This sudden change in the banking environment has bereaved the banks of all their comforts and many of them are finding it extremely difficult to cope with the change.

Need for Corporate Governance in Banks o Since banks are important players in the Indian financial system, special focus on the Corporate Governance in the banking sector becomes critical. o The Reserve Bank of India, as a regulator, has the responsibility on the nature of Corporate Governance in the banking sector. o To the extent that banks have systemic implications, Corporate Governance in the banks is of critical importance. o Given the dominance of public ownership in the banking system in India, corporate practices in the banking sector would also set the standards for Corporate Governance in the private sector. o With a view to reducing the possible fiscal burden of recapitalising the PSBs, attention towards Corporate Governance in the banking sector assumes added importance. Prerequisites for Good Governance There are some pre-requisites for good corporate governance. They are: o A proper system consisting of clearly defined and adequate structure of roles, authority and responsibility. o Vision, principles and norms which indicate development path, normative considerations and guidelines and norms for performance. o A proper system for guiding, monitoring, reporting and control. Recommendations by the Birla

Committee The report of the Committee on Corporate Governance, set up by the Securities and Exchange board of India, under the Chairmanship of Kumar Mangalam Birla, is the first formal and comprehensive attempt to evolve a Code of Corporate Governance, in the context of prevailing conditions of governance in Indian companies, as well as the state of capital markets. The committee has identified the three key constituents of corporate governance. Shareholders' Role The role of shareholders in corporate governance is to appoint the directors and the auditors and to hold the board accountable for the proper governance of the company by requiring the board to provide them periodically with the requisite information, in transparent fashion, of the activities and progress of the company. Board of Directors' Role The board of directors performs the pivotal role in any system of corporate governance. It is accountable to the stakeholders and directs and controls the management. It stewards the company, sets its strategic aim and financial goals, and oversees their

implementation, puts in place adequate internal controls and periodically reports the activities and progress of the company in a transparent manner to the stakeholders. Management's Role The responsibility of the management is to undertake the management of the company in terms of the direction provided by the board, to put in place adequate control systems and to ensure their operation and to provide information to the board on a timely basis and in a transparent manner to enable the board to monitor the accountability of management to it. The Basel Committee Recommendations The Basel Committee published a paper for banking organisations in September 1999. The Committee suggested that it is the responsibility of the banking supervisors to ensure that there is an effective corporate governance in the banking industry. It also highlighted the need for having appropriate accountability and checks and balances within each bank to ensure sound corporate governance, which in turn would lead to effective and more meaningful supervision. Efforts were taken for several years to remedy the deficiencies of Basel I norm and Basel committee came out with modified approach in June 2004. The final version of the Accord titled "

International Convergence of Capital Measurement And Capital Standards-A- Revised Framework" was released by BIS. This is popularly known as New Basel Accord of simply Basel ll. Base ll seeks to rectify most of the defects of Basel l Accord. The objectives of Basel ll are the following: 1. To promote adequate capitalisation of banks. 2. To ensure better risk management and 3. To strengthen the stability of banking system. Essentials of Accord of Basel ll o Capital Adequacy: Basel ll intends to replace the existing approach by a system that would use external credit assessments for determining risk weights. It is intended that such an approach will also apply either directly or indirectly and in varying degrees to the risk weighting of exposure of banks to corporate and securities firms. The result will be reduced risk weights for high quality corporate credits and introduction of more than 100% risk weight for low quality exposures. o Risk Based Supervision This ensures that a bank's capital position is consistent with overall risk profile and strategy thus encouraging early supervisory intervention. The new framework lays accent on bank managements developing internal assessment processes and setting targets for capital that are commensurate with bank' particular risk

profile and control environment. This internal assessment then would be subjected to supervisory review and intervention by RBI. o Market Disclosures The strategy of market disclosure will encourage high disclosure

standards and enhance the role of market participants in encouraging banks to hold and maintain adequate capital. Steps to be taken To overcome from these challenges, banks are required to emphasize on certain factors, which will increase their transparency and lead to higher foreign investment. o Self- Appraisal System: Good governance is like trusteeship. It is not just a matter of creating checks and balance but it emphasizes on customer satisfaction and shareholders value. The law regulates certain responsible areas on borrowing, lending, investigating, transparency in accounts etc. The directors, there fore, evaluate themselves through selfintrospection. o The Board's Committees: It will be difficult for a board, with all the members acting together on some issues, to achieve its objectives effectively and with apt independence. The board, therefore, needs to be assisted by the some committee. o Transparency: Transparency can reinforce sound corporate governance. Therefore, public disclosure is desirable in Board Structure, Senior management, Basic organisational structure and incentive structure of the bank. Conclusion Corporate governance has assumed vital role and significance due to globalisation and

liberalisation. With the opening of economy and to be in line with WTO requirements, if the Indian corporates have to survive and succeed amidst increasing competition globally, it can only be through transparency in operations. The excellence in terms of customer satisfaction, in terms of return, in terms of product and service, in terms of return to promoters and in terms of social responsibilities towards society and people cannot be achieved without practicing good corporate governance.

BANK OF BARODA: Report on Corporate Governance (2009-10) Code of Conduct 1. BANK'S PHILOSO

PHY ON CODE OF GOVERN ANCE : The Bank shall continue its endeavour to enhance its shareholde rs value by protecting their interest by ensuring performanc e at all levels, and maximizin g returns with optimal use of resources in its pursuit of excellence. The Bank shall comply with not only the statutory requiremen ts, but also voluntarily formulate and adhere to a set of strong Corporate Governanc

e practices. The Bank believes in setting high standards of ethical values, transparenc y and a disciplined approach to achieve excellence in all its sphere of activities. The Bank is also committed to follow the best internation al practices. The Bank shall strive hard to best serve the interests of its stakeholder s comprising shareholde rs, customers, Governme nt and society at large. The Bank is a listed entity,

which is not a company but body corporate under the Banking Companies (Acquisitio n and Transfer of Undertakin gs) Act, 1970 and is regulated by Reserve Bank of India. Therefore the Bank shall comply with the provisions of Revised Clause 49 of the Listing Agreement entered into with Stock Exchanges to the extent it does not violate the provisions of the Banking Companies (Acquisitio n and Transfer of Undertakin gs) Act,

1970 and the Guidelines issued by Reserve Bank of India in this regard. 2. BOARD OF DIRECT ORS 2.1 Compositi on of the Board: The compositio n of Board of Directors of the Bank is governed by the provisions of the Banking Regulation Act, 1949, the Banking Companies (Acquisitio n and Transfer of Undertakin gs) Act, 1970, as amended and the Nationalize d Banks

(Managem ent and Miscellane ous Provisions) Scheme, 1970, as amended. The compositio n of Board of Directors of the Bank as on 31st March, 2010 is as under: Sr. No Name Position Held N o . o f e q u i t y s h a r e s o f t h e B a n No. of member ship in Sub Commit tees of the Bank No. of Directorshi p held in other Companies i.e. Other than the Bank. No of Me mbe rshi p/ Chai rma nshi p held in Sub Com mitt ees of the Boar d in Othe r Com pani es Remarks (nature of appointmen t in the Bank / other Companies )

k h e l d a s o n 3 1 . 0 3 . 2 0 1 0 1. Shri M. D. Mally a Chairman N and i Managing l Director 5 9 5 Appointed as the Chairman and Managing Director of the Bank w.e.f. 07.05.2008 by the Central Governmen t u/s 9 (3) (a) of the Banking Companies (Acquisitio n and Transfer of Undertakin gs) Act, 1970 to hold the post till 30.11.2012 i.e. his date

of superannua tion or until further orders, whichever is earlier. He is also Director on the Board of : (i) Export Import Bank of India (ii) The New India Assurance Co. Ltd. (iii) Agricultura l Finance Corpn. Ltd. (iv) Baroda Pioneer Asset Manageme nt Co. Ltd. (v) IndiaFirst Life Insurance Co. Ltd. (Chairman) (vi) BOBCAR DS Ltd. (vii) Bank

of Baroda (Botswana) Ltd. (viii) Bank of Baroda (New Zealand) Ltd. (ix) Bank of Baroda (Uganda) Ltd. He is also a member in the Audit Committee, Investment Committee and Remunerati on Committee of The New India Assurance Co. Ltd., and a member in the Audit Committee and Manageme nt Committee of the Board of ExportImport Bank of India. He is also a member of

the Governing Council of : (i) National Institute of Bank Manageme nt (NIBM) (ii) Institute of Banking Personnel Selection (IBPS) (iii) Indian Institute of Banking & Finance (iv) Deputy Chairman, Indian Banks Association (IBA) 2. Shri Rajiv Kuma r Baksh i Executive N Director(E i xecutive) l 5 5 2 Appointed as a whole time director (designated as Executive Director) w.e.f. 06.11.2008 by the Central Governmen t u/s 9 (3) (a) of the Banking Companies

(Acquisitio n and Transfer of Undertakin gs) Act, 1970, to hold the post up to 31.10.2012 i.e. the date of his superannua tion or until further orders, whichever is earlier. He is also a Director on the Board of : (i) Bank of Baroda (Tanzania) Ltd. (ii) Indo Zambia Bank Ltd. (iii) Bank of Baroda (Kenya) Ltd. (iv) IndiaFirst Life Insurance Co. Ltd. (v) BOB Capital Markets

Ltd. He is also a member of Loan Review Committee and Audit Committee of Indo Zambia Bank Ltd. 3. Shri N. S. Srinat h Executive N Director(E i xecutive) l 5 1 Nil Appointed as a whole time director (designated as Executive Director) w.e.f. 07.12.2009 by the Central Governmen t u/s 9 (3) (a) of the Banking Companies (Acquisitio n and Transfer of Undertakin gs) Act, 1970 to hold the post up to 31.05.2012 i.e. the last day of the month in which he would attain the age of

superannua tion or until further orders, whichever is earlier. He is also a Director on the Board of : (i) Bank of Baroda (Trinidad & Tobago) Ltd. 4. Shri Alok Niga m,IA S Director N (Non i Executive) l Representi ng Central Governme nt 5 2 Nil Nominated as a Director w.e.f. 09.12.2009 by the Central Governmen t u/s 9 (3) (b) of the Banking Companies (Acquisitio n and Transfer of Undertakin gs) Act, 1970 to hold the post until further orders. He is also a Director on the Board of :

(i) National Housing Bank (NHB) (ii) National Bank for Agriculture and Rural Developme nt (NABARD ) Nominated as a Director w.e.f. 27.02.2007 by the Central Governmen t u/s 9 (3) (c) of the Banking Companies (Acquisitio n and Transfer of Undertakin gs) Act, 1970 to hold the post until further orders. Appointed as a Workmen Employee Director w.e.f. 01.05.2007 by the Central

5.

Shri A. Soma sunda ram

Director (Non N Executive) i Recomme l nd-ed by RBI

Nil

Nil

6.

Shri Milin d N. Nadk arni

Director 1 (Non 0 Executive) 0 Representi ng Workmen

Nil

Nil

Governmen t u/s 9 (3) (e) of the Banking Companies (Acquisitio n and Transfer of Undertakin gs) Act, 1970 for a period of three years or till he ceases to be workmen employee of Bank of Baroda or until further orders, whichever is earlier. 7 Shri Ranjit Kuma r Chatt erjee Director 7 (Non 1 Executive) 0 Representi ng NonWorkmen 1 Nil Nil Nominated as Officer Employee Director w.e.f. 20.12.2007 by the Central Governmen t u/s 9 (3) (f) of the Banking Companies (Acquisitio n and Transfer of Undertakin gs) Act, 1970 for a period of

three years or till he ceases to be officer of Bank of Baroda or until further orders, whichever is earlier. 8. Dr. Atul Agar wal Director(N 2 on 0 Executive) 0 4 1 Nil Nominated as part time non-official director w.e.f. 23.11.2007 by the Central Governmen t u/s 9 (3) (h) of The Banking Companies (Acquisitio n and Transfer of Undertakin gs) Act, 1970 for a period of three years or until further orders, whichever is earlier. He is also a Director on the Board of M/s Spacetech Advisors (P)

Limited. He is a partner in M/s. Agarwal & Saxena, Chartered Accountant s, Kanpur. 9. Dr. (Smt. ) Masar rat Shahi d Director(N N on i Executive) l 3 Nil Nil Nominated as a part time nonofficial director w.e.f. 29.10.2009 by the Governmen t of India u/s 9 (3) (h) of the Banking Companies (Acquisitio n and Transfer of Undertakin g) Act, 1970 for a second term of three years or until further orders, whichever is earlier. She held the same position earlier also w.e.f. 15.09.2005

to 14.09.2008 . 10. Dr. Dhar mend ra Bhan dari Director(N 6 on 0 Executive) 0 Elected from amongst Sharehold ers, other than Central Governme nt 3 3 1 Elected as a Director by shareholder s of the Bank other than the Central Governmen t u/s 9 (3) (i) of The Banking Companies (Acquisitio n and Transfer of Undertakin gs) Act, 1970 at the Extra Ordinary General Meeting held on 23.12.2008 for a period of 3 years from 24.12.2008 to 23.12.2011 . He is also a Director on the Board of: (i) M/s J P Morgan Mutual Fund India

Pvt. Ltd. (ii) M/s Harmony For Silver Foundation (iii) M/s Digital Bridge Foundation He is also a member of Approval Committee of National Stock Exchange of India Limited. He is also a member of Audit Committee of M/s J.P. Morgan Mutual Fund India Pvt. Ltd. He is a Partner in M/s Anjali Subhash Associates, Chartered Accountant s. He has held the position of a Director of the Bank

elected by Shareholde rs other than Central Governmen t w.e.f. 16.11.1999 to 15.11.2002 and w.e.f.16.11. 2005 to 15.11.2008 . 11. Dr. Deep ak B. Phata k Director(N 1 on 0 Executive) 0 Elected from amongst Sharehold ers, other than Central Governme nt 1 1 2 Elected as a Director by shareholder s of the Bank other than the Central Governmen t u/s 9 ((3) (i) of The Banking Companies (Acquisitio n and Transfer of Undertakin gs) Act, 1970 at the Extra Ordinary General Meeting held on 23.12.2008 for a period of 3 years from 24.12.2008 to

23.12.2011 . He is also a Director on the Board of M/s HDFC Asset Manageme nt Co. Ltd. He is also a member of Governing Council of: (i) National Insurance Academy (ii) Institute of Banking Personnel Selection (IBPS) (iii) National Institute of Bank Manageme nt (NIBM) He also held the position of a Director of the Bank elected by Shareholde rs other than Central Governmen t

w.e.f.16.11. 2005 to 15.11.2008 . 12. Shri Mauli n A. Vaish nav Director(N 1 on 2 Executive) 5 Elected from amongst Sharehold ers, other than Central Governme nt 3 Nil Nil Elected as a Director by shareholder s of the Bank other than the Central Governmen t u/s 9 (3) (i) of The Banking Companies (Acquisitio n and Transfer of Undertakin gs) Act, 1970 at the Extra Ordinary General Meeting held on 23.12.2008 for a period of 3 years from 24.12.2008 to 23.12.2011 . Prior to his election, he was holding the position as a Director nominated by the

Central Governmen t under section 9 (3) (h) of the Banking Companies (Acquisitio n and Transfer of Undertakin gs) Act, 1970, which he ceased to hold w.e.f. 28.11.2008 consequent upon his resignation. 2.2 Appointm ent / Cessation of Directors During The Year : Shri N. S. Srinath, was appointed by the Central Governme nt as whole time Director, designated as Executive Director on

07th December 2009, under section 9(3) (a) of the Banking Companies (Acquisitio n and Transfer of Undertakin gs) Act, 1970, to hold the position till 31st May, 2012 or until further orders, whichever is earlier. He was appointed consequent upon Shri V. Santhanara man, ceasing to be a Director on his attaining superannua tion on 31st August 2009. Shri Alok Nigam, IAS was nominated

by the Central Governme nt as a Director on 09th December 2009 under section 9(3) (b) of the Banking Companies (Acquisitio n and Transfer of Undertakin gs) Act, 1970 representin g the Central Governme nt vice Shri Amitabh Verma, IAS who ceased to be a Director on the nomination of Shri Nigam. Shri Nigam shall hold office until further orders from the Central Governme nt. Dr. (Smt.)

Masarrat Shahid was nominated by the Central Governme nt, as a part time nonofficial Director on 29th October, 2009 under section 9(3) (h) of the Banking Companies (Acquisitio n and Transfer of Undertakin gs) Act, 1970. Dr. Shahid was nominated for a second term of three years from 29th October, 2009 to 28th October 2012 or until further orders, whichever is earlier. Shri Amarjit Chopra, who was

nominated as Director for a period of three years on 13th October 2006, by the Central Governme nt under section 9 (3) (g) of the Banking Companies (Acquisitio n and Transfer of Undertakin gs) Act, 1970, ceased to be a Director on 12th October 2009, on the expiry of his term of appointme nt. 2.3 BOARD MEETIN GS: During the Financial Year 200910, total 15 Board Meetings

were held on the following dates as against minimum of 6meetings prescribed under Clause 12 of the Nationalize d Banks (Managem ent and Miscellane ous Provisions) Scheme, 1970. 0 2 . 0 7 . 2 0 0 9 2 7 . 1 0 . 2 0 0 9 0 5

27.04.2009

28.0 4.20 09

26.05.200 9

20.07 .2009

27.07.2009

28.0 8.20 09

29.09.200 9

28.10 .2009

24.11.2009

06.0 1.20

27.01.201 0

19.03 .2010

10

.03.2010

The details of attendanc e of the Directors at the aforesaid Board Meetings held during their respective tenure are as under:

Name of the Director

Period

Meetingshelddurin

Meetingsattended

g t h e i r t e n u r e 0 1 . 0 4 . 2 0 0 9 Shri M. D. Mallya t o 3 1 . 0 3 . 2 0 1 0 Shri V. Santhanara man 0 1 . 0 4 . 2 0 7 7 1515

0 9 t o 3 1 . 0 8 . 2 0 0 9 0 1 . 0 4 . 2 0 0 9 Shri Rajiv Kumar Bakshi t o 3 1 . 0 3 . 2 0 1 0 Shri N. S. Srinath 0 7 . 1 2 4 4 1 515

. 2 0 0 9 t o 3 1 . 0 3 . 2 0 1 0 0 1 . 0 4 . 2 0 0 9 Shri Amitabh Verma t o 0 8 . 1 2 . 2 0 0 9 Shri Alok Nigam 0 9 4 3112

. 1 2 . 2 0 0 9 t o 3 1 . 0 3 . 2 0 1 0 Shri A. Somasunda ram 01.04.2009to31.03.2011514

0 0 1 . 0 4 . 2 0 0 9 Shri Milind N. Nadkarni t o 3 1 . 0 3 . 2 0 1 0 Shri Ranjit Kumar Chatterjee 0 1 . 0 4 . 2 0 0 9 t o 3 1 .03.15151513

2 0 1 0 0 1 . 0 4 . 2 0 0 9 Shri Amarjit Chopra t o 1 2 . 1 0 . 2 0 0 9 Dr. Atul Agarwal 0 1 . 0 4 . 2 0 0 9 t o 3 1 1 5 1 2 8 6

. 0 3 . 2 0 1 0 2 9 . 1 0 . 2 0 0 9 Dr. (Smt.) Masarrat Shahid t o 3 1 . 0 3 . 2 0 1 0 Dr. Dharmendr a Bhandari 0 1 . 0 4 . 2009to151154

3 1 . 0 3 . 2 0 1 0 0 1 . 0 4 . 2 0 0 9 Dr. Deepak B. Phatak t o 3 1 . 0 3 . 2 0 1 0 Shri Maulin A. Vaishnav 0 1 . 0 4 . 2 0 0 915141510

t o 3 1 . 0 3 . 2 0 1 0 2.4 Code of Conduct: The Code of Conduct for Board of Directors and Senior Manageme nt Personnel i.e. Core Manageme nt Team comprising all General Managers and Departmen tal Heads, has been approved by the Board of Directors in compliance of Clause

49 of the Listing Agreement with Stock Exchanges. The said Code of Conduct is posted on Bank s website www.bank ofbaroda.c om. All the Board Members and Senior Manageme nt Personnel have since affirmed the compliance of the Code. 3. Annual General Meeting : The Annual General Meeting of the shareholde rs of the Bank was held on Thursday, 2nd July, 2009 at Vadodara, where the following Directors

were present. 1. Shri M. D. Mallya 2. Shri V. Santhanaraman 3.Shri Rajiv Kumar Bakshi 4. Shri A. Somasundaram 5. Shri Milind N. Nadkarni 6.Shri Ranjit Kumar Chatterjee 7. Shri Amarjit Chopra 8. Dr. Atul Agarwal 9. Shri Maulin A. Vaishnav - Chairman & Managing Director - Executive Director - Executive Director - Director - Director (Workmen) - Director (Nonworkmen) - Director (Chairman-ACB) - Director Director Representing Shareholders, other than Central Government

4. COMMITTEE OF DIRECTORS / EXECUTIVES : The Board of Directors of the Bank has constituted various Committees of Directors and / or Executives to look into different areas of strategic importance in terms of Reserve Bank of India and Government of India guidelines on Corporate Governance and Risk Management. The important Committees of the Board are as under: i) Management Committee of the Board ii) Audit Committee of Board (ACB) iii) Shareholders / Investors Grievances Committee iv) Share Transfer Committee v) Asset Liability Management & Risk

Management Committee vi) Customer Service Committees vii) Remuneration Committee viii) Nomination Committee ix) Committee of Directors x) Committee on High Value Frauds 4.1. Management Committee of the Board : In pursuance of Clause 13 of the Nationalized Banks (Management and Miscellaneous Provisions) Scheme, 1970 (as amended) read with the amendments made by the Ministry of Finance, Government of India, a Management Committee of the Board has been constituted to consider various business matters of material significance like sanction of high value credit proposals, compromise / write-off proposals, sanction of capital and revenue expenditure, premises, investments, donations etc.

The Committee consists of Chairman and Managing Director, Executive Director (s) and Directors nominated by Government of India under Section 9 (3) (c) and 9 (3) (g) and three Directors from amongst those appointed under sub section (e) (f) (h) and (i) of section 9(3) of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970. The composition of the committee as on 31st March 2010 is as under: (i) Shri M. D. Mallya (ii) Shri Rajiv Kumar Bakshi (iii) Shri N. S. Srinath (iv) Shri A. Somasundaram (v) Shri Milind N. Nadkarni (vi) Dr. Atul Agarwal (vii) Dr. (Smt.) Masarrat Shahid During the Financial Year 2009-10, the Management Committee of the Board (MCB) met on 25 occasions on the following dates 16.04.2009 18.07.2009 12.10.2009 05.01.2010 25.03.2010 The details of attendance of the Directors at the aforesaid Meetings of the Committee held during their respective tenure are as under: Name of the Director Shri M. D. Mallya Shri V. Santhanaraman Shri Rajiv Kumar Bakshi Shri N. S. Srinath Shri A. Somasundaram Shri Ranjit Kumar Chatterjee Shri Amarjit Chopra Period 01.04.2009 to 31.03.2010 01.04.2009 to 31.08.2009 01.04.2009 to 31.03.2010 07.12.2009 to 31.03.2010 01.04.2009 to 31.03.2010 29.07.2009 to

28.01.2010 01.04.2009 to 12.10.2009 Meetings Meetings held during attended their tenure 25 10 25 8 25 13 13 25 10 24 8 24 11 11 28.04.2009 07.08.2009 27.10.2009 21.01.2010 26.05.2009 20.08.2009 13.11.2009 05.02.2010 06.06.2009 28.08.2009 24.11.2009 19.02.2010 22.06.2009 11.09.2009 04.12.2009 04.03.2010 02.07.2009 29.09.2009 23.12.2009 18.03.2010

Dr. Atul Agarwal

01.04.2009 to 28.07.2009

-doDr. (Smt.) Masarrat Shahid

24.11.2009 to 31.03.2010 29.01.2010 to 31.03.2010

10 5

10 5

Dr. Dharmendra Bhandari

29.07.2009 to 28.01.2010

13

Shri Maulin A. Vaishnav

16.05.2009 to 15.11.2009

13

11

Shri Milind N. Nadkarni

01.04.2009 to 13.05.2009

-do-

16.11.2009 to 31.03.2010

10

Dr. Deepak B. Phatak

01.04.2009 to 28.07.2009

4.2. Audit Committee of Board (ACB):: The Bank, in consonance with the fundamentals of Corporate Governance and in pursuance of directives of the Reserve Bank of India, has constituted an Audit Committee of the Board comprising Six Directors. A NonExecutive Director who is a Chartered Accountant is the Chairman of the Committee. The composition of the Committee as on 31st March, 2010 is as under: (i) Dr Atul Agarwal - Chairman (ii) Shri Rajiv Kumar Bakshi- Member (iii) Shri N. S. Srinath - Member (iv) Shri Alok Nigam Member (v) Shri A. Somasundaram - Member (vi) Shri Maulin A. Vaishnav - Member

The following Directors ceased to be members of ACB during the Financial Year 200910 on the dates shown against their respective names: (i) Shri V. Santhanaraman 31.08.2009 (ii) Shri Amarjit Chopra 12.10.2009 (iii) Shri Amitabh Verma 09.12.2009 During the Financial Year 2009-10, the Audit Committee of the Board (ACB) met on 12 occasions on the dates given below: 16.04.2009 11.09.2009 27.04.2009 28.10.2009 26.05.2009 13.11.2009 06.06.2009 24.11.2009 27.07.2009 27.01.2010 07.08.2009 05.03.2010

The details of attendance of the Directors at the Meetings of the Committee held during their respective tenure are as under: Sr. No 1. 2. 3. 4. 5. 6. 7. 8. 9. Name of the Director Shri Amarjit Chopra Shri V. Santhanaraman Shri Rajiv Kumar Bakshi Shri N. S. Srinath Shri Amitabh Verma Shri Alok Nigam Shri A. Somasundaram Dr Atul Agarwal Shri Maulin A . Vaishnav Period 01.04.2009 to 12.10.2009 01.04.2009 to 31.08.2009 01.04.2009 to 31.03.2010 07.12.2009 to 31.03.2010 01.04.2009 to 09.12.2009 09.12.2009 to 31.03.2010 01.04.2009 to 31.03.2010 01.04.2009 to

31.03.2010 28.10.2009 to 31.03.2010 Meeting held during their tenure 7 6 12 2 10 2 12 12 5 Meeting attended 7 6 11 2 3 1 11 11 5

The main functions of Audit Committee inter-alia include assessing and reviewing the financial reporting system of the Bank to ensure that the financial statements are correct, sufficient and credible. It reviews and recommends to the Management the quarterly / annual financial statements before their submission to the Board. The Audit Committee provides directions and oversees the operations of total audit functions of the Bank including the organization, operation and quality control of internal

audit, internal control weaknesses and inspection within the Bank and follow-up of the suggestions of Statutory/External audit of the Bank and RBI inspections. The Committee also reviews the adequacy of internal control systems, structure of internal audit department, its staffing pattern and hold discussions with the internal auditors / inspectors on any significant finding and follow-up action thereon. It further reviews the financial and risk management policies of the Bank. As for Statutory Audit, the Audit Committee interacts with the Statutory Central Auditors before finalization of Quarterly / Year to date / Annual Financial Results and Reports. It also maintains follow up on various issues raised in the Long Form Audit Report (LFAR). 4.3 Shareholders / Investors Grievances Committee: The Shareholders / Investors Grievances Committee has been constituted by the Bank to redress shareholders and investors complaints, if any. The Committee includes following members: (i) Executive Director (s) and (ii) Four Non-Executive Directors as its members with a NonExecutive Director as its Chairman. The composition of the Committee as on 31st March 2010 is as under: (i) Shri Maulin A . Vaishnav - Chairman (ii)Shri Rajiv Kumar

Bakshi - Member (iii)Shri N. S. Srinath - Member (iv)Shri Milind N. Nadkarni-Member (v)Shri Ranjit Kumar Chatterjee - Member (vi)Dr. Dharmendra BhandariMember The Committee met four times during the Financial Year 2009-10 on the following dates: 26.05.2009 29.08.2009 05.12.2009 05.03.2010

The details of attendance of the Directors at the aforesaid Meetings of the Committee held during their respective tenure are as under: Meetings held during the period of their tenure 4

Name of the Director Shri Maulin A. Vaishnav

Period 01.04.2009 to

Meetings attended 4

Chairman of the Committee Shri V. Santhanaraman Shri Rajiv Kumar Bakshi Shri N. S. Srinath Shri Milind N. Nadkarni Shri Ranjit Kumar Chatterjee Dr. Dharmendra Bhandari

31.03.2010 01.04.2009 to 31.08.2009 01.04.2009 to 31.03.2010 07.12.2009 to 31.03.2010 01.04.2009 to 31.03.2010 01.04.2009 to 31.03.2010 01.04.2009 to 31.03.2010 2 4 1 4 4 4 2 4 1 4 4 3

The Committee ensures that all share certificates are issued within a period of one month of the date of lodgment for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls / allotment money. The Committee further monitors the redressal of investors complaints in a time bound manner. The summary of number of requests/complaints received and resolved during the year are as under Pending as on 01.04.2009 13 Received during the Resolved during the year yea 8786 8775 Pending as on 31.03.2010 24

All the pending cases as at the end of the year were pertaining to the request for issue of duplicate share certificates, in respect of which the necessary formalities were in process. Shri M.L Jain, Assistant General Manager & Company Secretary has been designated as the Compliance Officer of the Bank under Clause 47 (a) of the Listing Agreement with Stock Exchanges. 4.4 Share Transfer Committee: Besides the Shareholders / Investors Grievances Committee, the Bank has constituted a Share Transfer Committee comprising of Chairman and Managing Director, Executive Directors, -2General Managers and Deputy General Manager (Legal) as members. The Committee meets at least once in 15 days to effect transfer of Shares / Bonds. The Committee met 37 times during the Financial Year 2009-10, on the following dates: 15.04.2009 21.04.2009 06.05.2009 08.05.2009 26.05.2009 03.06.2009

06.06.2009 30.07.2009 25.09.2009 01.12.2009 10.02.2010 31.03.2010

22.06.2009 08.08.2009 15.10.2009 12.12.2009 16.02.2010

27.06.2009 12.08.2009 31.10.2009 21.12.2009 18.02.2010

29.06.2009 25.08.2009 09.11.2009 04.01.2010 03.03.2010

15.07.2009 04.09.2009 16.11.2009 15.01.2010 12.03.2010

25.07.2009 22.09.2009 23.11.2009 28.01.2010 19.03.2010

4.5. Asset Liability Management & Risk Management Committee: The Bank has constituted a Board level Risk Management Committee known as Asset Liability Management and Risk Management Committee to review and evaluate the overall risks assumed by the Bank. The Committee is headed by Chairman and Managing Director and its composition as on 31st March, 2010 is as under: Shri M. D. Mallya - Chairman Shri Rajiv Kumar Bakshi - Member Shri N. S. Srinath - Member Shri A. Somasundaram - Member Dr. Dharmendra Bhandari Member The Committee met 4 times during the Financial Year 2009-10 on the following dates:

02.07.2009

29.08.2009

05.12.2009

05.03.2010

The details of attendance of the Directors at the Meetings of the Committee held during their respective tenure are as under: Name of the Director Shri M. D. Mallya Shri V. Santhanaraman Period 01.04.2009 to 31.03.2010 01.04.2009 to 31.08.2009 Meetings held during their tenure 4 2 Meetings attended 4 2

Shri Rajiv Kumar Bakshi 01.04.2009 to 31.03.2010 Shri N. S. Srinath Shri A. Somasundaram 07.12.2009 to 31.03.2010 01.04.2009 to 31.03.2010

4144

4132

Dr Dharmendra Bhandari 01.04.2009 to 31.03.2010

The Bank has set up an appropriate risk management architecture, comprising Risk Management Organizational Structure, Risk Principles, Risk Processes, Risk Control and Risk Audit, all with a view to ideally identify, manage, monitor and control various categories of risks, viz. Credit Risk, Market Risk and Operational Risk, etc. The underlying objective is to ensure continued stability and efficiency in the operations of the Bank, nationally and internationally and to look after the safety of the Bank. 4.6 Customer Service Committee : (a)

Customer Service Committee of the Board The Bank has constituted a sub-committee of Board, known as Customer Service Committee'. The Committee has the following members as on 31st March, 2010: 1.Shri M. D. Mallya - Chairman and Managing Director 2. Shri Rajiv Kumar Bakshi - Executive Director 3.Shri N. S. Srinath Executive Director 4. Shri A. Somasundaram - Member 5. Dr. (Smt.) Masarrat Shahid - Member The functions of the Committee include creating a platform for making suggestions and innovative measures for enhancing the quality of customer services and improving the level of satisfaction for all categories of clientele at all times, which inter-alia comprises the following: oversee the functioning of the Standing Committee on Procedure and Performance Audit on Public Services and also compliance with the recommendation of the Standing Committee on Customer Services. review the status of the Awards remaining unimplemented for more than 3 months from the date of Awards and also deficiencies in providing Banking services as observed by the Banking Ombudsman. review the status of the number of deceased claims remaining pending / outstanding for settlement beyond 15 days pertaining to deceased

depositors/locker hirers/depositor of safe custody articles.

During the Financial Year 2009-10, the Committee met four times on the following dates: 22.06.2009 29.08.2009 05.12.2009 05.03.2010

The details of attendance of the Directors are as under: Name of the Director Period 01.04.2009 to 31.03.2010 01.04.2009 to 31.08.2009 01.04.2009 to 31.03.2010 07.12.2009 to 31.03.2010 01.04.2009 to 31.03.2010 24.11.2009 to 31.03.2010 Meetings held during theperiod of their Meetings attended tenure 4 2 4 1 4 2 4 24131

Shri M. D. Mallya Shri V. Santhanaraman Shri Rajiv Kumar Bakshi Shri N. S. Srinath Shri A. Somasundaram Dr. (Smt.) Masarrat Shahid

(b) Standing Committee on Customer Service: Besides, the Sub Committee of the Board as aforesaid, the Bank has also set up a Standing Committee on Procedures and Performance Audit on Customer Services having four General Managers of the Bank and three other eminent

public personalities as members, as per the guidelines of Reserve Bank of India. The Committee is chaired by the Executive Director of the Bank. This Committee has been set up to focus on the banking services available to the public at large and focusing on the need to (i) benchmark the current level of service, (ii) review the progress periodically, (iii) enhance the timeliness and quality, (iv) rationalize the processes taking into account technological developments, and (v) suggest appropriate incentives to facilitate change on an ongoing basis. 4.7 Remuneration Committee : Government of India announced Performance Linked Incentives for Whole Time Directors of Public Sector Banks vide Notification No.F No.20/1/2005-BO.I dated 9th March, 2007. The incentive is based on certain qualitative as well as quantitative

parameters fixed for Performance Evaluation Matrix on the basis of the statement of intent on goals and benchmarks based on various compliance reports during the previous financial year. In compliance of the said directives, a Remuneration Committee of the Board was constituted for evaluation of the performance and incentive amount to be awarded/paid during the year. The composition of the Committee as on 31st March, 2010 is as under : Shri Alok Nigam Shri A. Somasundaram Dr. Dharmendra Bhandari During the Financial Year 200910, the Committee met once on 11th May, 2009 wherein all members were present. In terms of the aforesaid notification, the Committee decided to pay incentives for the Financial Year 2008-09 to the following Directors as per details given below: (Amount in Rupees) Sr. Name No 1 2 3 4 Shri M. D. Mallya * Shri V. Santhanaraman Shri Satish C. Gupta * Shri Rajiv Kumar Bakshi * Designation Chairman and Managing Director Executive Director Executive Director Executive Director Performance Linked Incentives for the Financial Year 2008- 09 (Rs.) 7,21,096 6,50,000 3,90,000 2,60,000

* Incentive payment made in proportion to his respective tenure in the Bank. 4.8 Nomination Committee :: Reserve Bank of India has laid down "Fit and Proper" criteria to be fulfilled by persons to be elected as directors on the Boards of the Nationalized Banks under the provisions of Section 9(3)(i) of Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970/80. In terms of the guidelines issued by Reserve Bank of India, a Nomination Committee is required to be constituted consisting of a minimum of three directors (all independent/non executive directors) from amongst the Board of Directors. In compliance of the said directives, a Nomination Committee has been constituted. The composition of the Committee as on 31.03.2010 is as under: Shri Alok Nigam

Shri A. Somasundaram Dr. Atul Agarwal Vaishnav Dr. (Smt.) Masarrat Shahid During the Financial Year 200910, the Committee met once on 26th May, 2009, wherein all the members were present. The meeting was convened to ascertain Fit and Proper status of the elected Shareholder Directors as per RBI guidelines in respect of 3 directors under this category namely (i) Dr. Dharmendra Bhandari, (ii) Dr. Deepak B. Phatak and (iii) Shri Maulin A. Vaishnav. The Committee found all of them Fit and Proper . 4.9 Committee of Directors: A Committee of Directors consisting of Chairman and Managing Director and the nominee Directors of Government of India and Reserve Bank of India has been formed for dealing with the promotions at senior level. This Committee also deals with review of vigilance disciplinary cases and departmental enquiries. The composition of the Committee as on 31st March 2010 is as under: (i) Shri M. D. Mallya (ii) Shri Alok Nigam (iii) Shri A. Somasundaram The Committee met 7 times during the Financial Year 2009-10 on the following dates: 26.05.2009 07.08.2009 29.08.2009 05.09.2009 06.01.2010 27.01.2010 20.02.2010

The details of attendance of directors are as under: Name Shri M. D. Mallya Shri Amitabh Verma Shri A. Somasundaram Shri Alok Nigam 4.10 Committee on High Value Frauds: Reserve Bank of India vide its letter No.RBI/2004.5.DBS.FGV(F)No.1004/23.04.01A/2003-4 dated 14th January, 2004 informed about the delay in various aspects of frauds like detection, reporting to Meetings Meetings held during Attended their tenure 7 4 737473

regulatory and enforcement agencies and action against the perpetrators of the frauds. It was therefore, suggested to constitute a Sub-committee of the Board, which would be exclusively dedicated to monitor and follow up of fraud cases of Rs.1.00 crore and above. The Audit committee of the Board will continue to monitor all the cases of frauds in general. The major functions of the Committee, inter-alia, include monitoring and review of all the frauds of Rs.1.00 crore and above so as to: (a) identify the systemic lacunae if any that facilitated perpetration of the fraud and put in place measures to plug the same (b) identify the reasons for delay in detection, if any, reporting to top management of the Bank and RBI (c) monitor progress of CBI/Police investigation and recovery position (d) 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 (e) review the efficacy of the remedial action taken to prevent recurrence of frauds, such as strengthening of internal controls and (f) put in place other measures as may be considered relevant to strengthen preventive measures against frauds. The Special Committee constituted with five members of the

Board of Directors consists of: (a) Chairman and Managing Director (b) Two members from ACB and (c) Two other members from the Board excluding RBI Nominee. The composition of the Committee as on 31st March, 2010 is as under: (i) Shri M. D. Mallya (ii) Shri Alok Nigam (iii) Dr. Atul Agarwal (iv) Dr. Deepak B. Phatak (v) Shri Maulin A. Vaishnav The Committee met 4 times during the Financial Year 2009-10 as per the details below: 26.05.2009 29.08.2009 05.12.2009 05.03.2010

The details of attendance of directors are as under: Name Shri M. D. Mallya Shri Amitabh Verma Dr. Atul Agarwal Dr. Deepak B. Phatak Shri Maulin A. Vaishnav Shri Alok Nigam Meetings held during their tenure 4 3 4 4 4 1 Meetings Attended 4 2 4 2 4 0

5. REMUNERATION OF DIRECTORS: :

The remuneration including travelling and halting expenses to Non-Executive Directors which are being paid as stipulated by the Central Government in consultation with Reserve Bank of India from time to time in terms of Clause 17 of the Nationalized Banks (Management and Miscellaneous Provisions) Scheme, 1970 (as amended). The Chairman & Managing Director and Executive Directors are being paid remuneration by way of salary as per rules framed by the Government of India. The details of remuneration and Performance Linked Incentives paid to Chairman and Managing Director and Executive Director/s is detailed below: A. Salary including Arrears paid during the Financial Year 2009-10: Sr. No 1 2 3 4 Name Shri M. D. Mallya Designation Chairman and Managing Director Amount (Rs.) 16,09,398 12,24,019 11,33,184 3,20,093

Shri V. Santhanaraman (Up to 31.08.2009) Executive Director Shri Rajiv Kumar Bakshi Shri N. S. Srinath (From 07.12.2009) Executive Director Executive Director

Performance Linked Incentives paid during 2009-10: Sr. Name No 1 2 3 4 5 Shri M. D. Mallya* Shri V. Santhanaraman Shri Satish C. Gupta* Designation Chairman and Managing Director Executive Director Executive Director Performance Linked Incentives for the Financial Year 2008-09 (Rs.) 7,21,096 6,50,000 3,90,000 2,60,000 Nil

Shri Rajiv Kumar Executive Director Bakshi * Shri N. S. Srinath Executive Director

* Incentive payments made in proportion to his respective tenure in the Bank. The Sitting Fee paid to the Non-Executive Directors during the Year 2009-10 is as under: (No sitting fee is payable to whole time directors and director representing Government. of India) : Sr.No Name of the Director Amount Paid in Rs.

123456789

Shri A. Somasundaram Shri Milind N. Nadkarni Shri Ranjit Kumar Chatterjee Shri Amarjit Chopra Dr. Atul Agarwal Dr. (Smt.) Masarrat Shahid Dr. Dharmendra Bhandari Dr. Deepak B. Phatak Shri Maulin A. Vaishnav

1,95,000 1,02,500 1,12,500 80,000 1,40,000 35,000 95,000 82,500 1,30,000

6. GENERAL BODY MEETINGS : The details of General Body Meetings held during the last three years are given below: Nature of Meeting Date & Time Venue Purpose

To discuss, approve and adopt the Balance Sheet of the Bank as on 31st March 2007, Profit & Loss Account for the year Prof. C.C. Mehta ended 31st March 2007, the Auditorium, General 11th Annual 04th July, 2007 Report of Board of Directors Education Centre, Maharaja General Meeting at 10.00 a.m. on the working and

activities Sayajirao University of of the Bank and the Auditors Baroda, Vadodara 390 002 Report on the Balance Sheet and Accounts and to declare Final Dividend for the year 2006-07. 12th Annual 28th July, 2008 Prof. C.C. Mehta General Meeting at 10.30 a.m. Auditorium, General Education Centre, Maharaja Sayajirao University of Baroda, Vadodara 390 002 To discuss, approve and adopt the Balance Sheet of the Bank as on 31st March 2008, Profit & Loss Account for the year ended 31st March 2008, the Report of Board of Directors on the working and activities of the Bank and the Auditors Report on the Balance Sheet

and Accounts and to declare Dividend for the year 200708. Election of three Directors from amongst Shareholders other than Central Prof. C.C. Mehta Government in pursuance of 23rd December, Auditorium, General Extra Ordinary Section 9(3)(i) of the Banking 2008 Education Centre, Maharaja General Meeting Companies (Acquisition and at 10.00 a.m. Sayajirao University of Transfer of Undertakings) Baroda, Vadodara 390 002 Act, 1970 and Bank of Baroda General (Shares and Meetings) Regulations 1998. To discuss, approve and adopt the Balance Sheet of the Bank as at 31st March, 2009, Profit and Loss Account for the year ended 31st March, 2009, the Prof. C.C. Mehta report of the Board of Auditorium, General Directors on the working and Education Centre, Maharaja activities of the Bank for the Sayajirao University of period covered by the Baroda, Vadodara 390 002 Accounts and the Auditors Report on the Balance Sheet and Accounts and to declare Dividend for the year 2008 09.

13th Annual 2nd July, 2009 General Meeting At 10.30 a.m.

7. DISCLOSURES : a) There is no materially significant Related Party Transaction that may have potential conflict with the interests of the Bank at large. b) Income by way of Fees, Commission other than on Government Business, Commission on Guarantees, LCs, Exchange, Brokerage, Interest on overdue Bills, Advance Bills and Interest earned on Tax Refunds are accounted for on realization basis. c) Dividend on Shares in Subsidiaries, Joint Ventures and Associates is accounted on actual realization basis. d) No penalties and strictures have been imposed on the Bank by the Stock Exchange and /or SEBI for non-compliance of any law, guidelines and directives, on any matters related to capital markets, during the last three years. e) As on date, the Central Vigilance Commission s Whistle Blower Policy in toto is in place.

f) Directors have disclosed that they have no relationship between directors inter se as on 31st March 2010. 8. MANDATORY AND NON-MANDATORY REQUIREMENTS: The Bank has complied with all the applicable mandatory requirements as provided in Revised Clause 49 of the Listing Agreement entered into with the Stock Exchanges where Bank s shares are listed. The extent of implementation of non-mandatory requirements is as under: Sr. Non-mandatory requirement No Nonexecutive Chairman to maintain 1. Chairman s Office at company s expense. Board to set-up a Remuneration Committee to formulate company s 2. remuneration policy on specific remuneration package for Executive Directors. Half-yearly declaration of financial performance including summary of 3. significant events in last six months to be sent to shareholders. 4. Status of Implementation Not Applicable, since the Chairman s position is Executive. Not applicable, as Executive Directors draw salary as fixed by the Government of India. However a Remuneration Committee is in operation to consider Performance Linked Incentive in terms of guidelines issued by the Central Government. The Bank has sent half-yearly financial results for the half

year ended 30.09.2009 including summary of significant developments during last six months to each shareholder. Besides the financial results are posted on Bank s website.

Company may move towards regime of The Bank has initiated steps for moving towards unqualified financial statements. achieving unqualified financial statements. A complete overview of the Business Model and risk profile along with Code of Conduct adopted by the Board of Directors has been communicated to each member of the Board. The Bank nominates Directors for training at Centre for Advanced Financial Learning of RBI, Mumbai. A Nomination Committee has been constituted in terms of Reserve Bank of India Guidelines and the elected directors under clause 9(3)(i) of The Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970 are subject to determination of fit & proper status.

Company may train Board Members in the Business Model of the Company as well as risk profile of the

business 5. parameters of the company, the responsibilities as Director and the best way to discharge them. The evaluation of performance of nonexecutive Directors by other members of 6. the Board and to decide to continue or otherwise of the Directorship of the nonexecutive Directors.

7. The Company to establish the Whistle As on date, the Central Vigilance Commission s Blower Policy for reporting management

concerns about unethical behaviors, actual or suspected fraud, etc. 9. MEANS OF COMMUNICATION :

Whistle Blower Policy in toto is in place.

The Bank recognizes the need for keeping its members and stakeholders informed of the events of their interests through present advanced information technology and means of communication. The financial results of the Bank are submitted to the stock exchanges, where the securities of the Bank are listed, immediately after the conclusion of the Board Meeting approving the same. The results are also published in minimum two or more newspapers, one circulating in the whole or substantially the whole of India and the other circulating in the state of Gujarat where the Head Office of the Bank is situated. The Bank furnishes results to the Shareholders on Half Yearly basis. The Bank also organizes analysts meets, press conferences, etc. for announcing Bank's financial results and its future plans. The Quarterly / Year to Date / Annual Financial Results of

the Bank as well as the copy of presentation made to Analysts are posted on the Bank s Website http://www. bankofbaroda.com 10. SHAREHOLDERS' INFORMATION : The Bank s shares are listed on the following major Stock Exchanges in India: 1) Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers 25th Floor, Dalal Street Fort, Mumbai 400 001 BSE CODE : 532134 2) National Stock Exchange of India Ltd. Exchange Plaza Bandra Kurla Complex Bandra,(East) Mumbai 400 051 NSE CODE : BankBaroda The annual listing fees in respect of all the securities listed with the exchange(s) have been paid till date. 10.1 Dematerialisation of Securities : The shares of the Bank are under compulsory demat list of SEBI and the Bank has entered in to Agreements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of Bank s shares. Shareholders can get their shares dematerialized with either NSDL or CDSL. As on March 31, 2010 the Bank has 364266500 Number of Equity Shares of which

354905345 Shares are held in dematerialized form, as per the detail given below. Nature of Holding Physical Dematerialized Total The Bank had forfeited 27,38,300 equity share in the year 2003 and out of the same 4800 equity shares were annulled up to 31st March 2010. 10.2 Electronic Clearing Services (ECS) : Electronic Clearing Services (ECS) is a modern method of payment where the amounts of dividend/interest etc., are directly credited to the bank accounts of the Investors concerned. The Bank has offered the services to the shareholders with an option to avail the facility at all the centers covered by Reserve Bank of India under its National ECS/ ECS facility. The ECS mandate form is appended with the Annual Report. 10.3 Electronic Share Transfer System & Redressal of Investors Grievances The Bank ensures that all transfers of Shares are duly affected within a period of one month from the date of their lodgment. The Board has constituted Shareholders / Investors Grievances Committee to monitor and review the progress in redressal of general shareholders and investors grievances and Shares Transfer Committee to consider transfer of Shares and Bonds and other related matters. The Committees meet at regular intervals and review the

status of Investors' Grievances. The Bank has appointed M/s. Karvy Computershare Private Limited as its Registrars and Transfer Agent with a mandate to process transfer of Shares / Bonds, dividend / interest payments, recording of Shareholders requests, solution of investors grievances amongst other activities connected with the issue of Shares / Bonds. The Investors may lodge their transfer deeds / requests / complaints with the Registrars at following address: M/S Karvy Computershare Private Limited (Unit: Bank of Baroda) Plot No.17 to 24, Near Image Hospital Vittalrao Nagar, Madhapur Hyderabad - 500 081 Phone : (040) 23420815 to 820 Fax : (040) 23420814 Number of shares 9361155 354905345 364266500 Percentage 2.57 97.43 100.00

E Mail : einward.ris@karvy.com The Bank has also established Investors' Services Department, headed by the Company Secretary at Corporate Office, Mumbai wherein shareholders can mail their requests / complaints for resolution at the address given below. They can also send their complaints/ requests at the address given below at Head Office, Vadodara : Bank of Baroda Investors Services Department 1st Floor, Baroda Corporate Centre, C-26, G-Block, Bandra-Kurla Complex Bandra (East), Mumbai - 400 051. Telephone : (022) 66985000, 6698 5846 Fax : (022) 2652 6660 E-mail : investorservices@bankofbaroda.com (The aforesaid email ID is exclusively designated for investors' complaints pursuant to Clause 47(F) of the listing agreement with Stock Exchanges) 11. Corporate Governance Rating Bank of Baroda is the first Public Sector Bank having been assigned a rating to its Corporate Governance Practices by ICRA Limited. The ICRA has first assigned the rating of CGR2 (pronounced as CGR 2) in July 2004, which has been reaffirmed at the same level i.e. CGR2 in February 2006, September 2007 and April 2010. This is on a rating scale of CGR1 to CGR6 where CGR1 denotes the highest rating. The CGR2 rating implies that in ICRA s current

opinion, the Bank has adopted and follows such practices, convention and codes as would provide its financial stakeholders including the depositors, a high level of assurance on the quality of Corporate Governance. The rating reflects Bank s transparent ownership structure, well-defined executive management structure, satisfactory risk management practices, transparency in appointment and functioning of the Board and Senior Management and an elaborate audit function, carried out both by its Inspection Division and independent audit firms. 12. Financial Calendar Financial Year 1st April, 2009 to 31st March, 2010 Board Meeting for considering of Accounts (Standalone) and 28th April 2010 recommendation of dividend. Board Meeting for considering of Accounts (Consolidated). Submission of audited statement of accounts to RBI. Date, Time & Venue of the 14th AGM 25th May 2010 29th May 2010 5th July 2010 at 10.30 a.m. Prof. C.C.Mehta Auditorium,

General Education Centre, The Maharaja Sayajirao University of Baroda, Vadodara - 390002 Posting of Annual Report Book Closure dates Last Date for receipt of Proxy Forms Probable date of dispatch of warrants for Dividend Payment date - Dividend 5th to 8th June 2010 26th June to 5th July 2010 (Both days inclusive) 30th June 2010 Before 12th July 2010 12th July 2010

13. Shareholding Pattern as on 31st March 2010 Sr. No. Description 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. Govt. of India (Promoters) Mutual Funds/UTI Financial Institutions / Banks Insurance Companies Foreign Institutional Investors Bodies Corporate Resident Individuals Non Resident Indians Overseas Corporate Bodies Trusts Clearing Members Total No. of Share Holders Shares 1 196000000 117 18 18 284 1503 158910 3168 4 19 186 33048589 23292 33037295 60212405 17749814 21688947 2105294 22100 31105 347659 % To Equity 53.81 9.07 0.01 9.07 16.53 4.87 5.95 0.58 0.01 0.01 0.09 100.00

164228 364266500

14. Status Of Shares Lying In Escrow/Suspense Account as on 31st March 2010 Opening No. of Shares Closing

Balance as on 01.04.2009

requests received during the Financial Year 200910 Shares 34810 Cases 97

credited during the Financial Year 200910 Cases 51 Shares 4609

Balance as on 31st March 2010 Cases 268 Shares 30201*

Cases 319

*The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares. 15. Distribution of Shareholders - Categorywise as on 31st March 2010 Category 1 - 5000 5001 - 10000 10001 20000 20001 - 30000 30001 - 40000 40001 - 50000 50001 - 100000 100001 & Above TOTAL No. of Cases 160654 2080 630 165 95 64 112 428 164228 % of Cases

97.82% 1.27% 0.38% 0.10% 0.06% 0.04% 0.07% 0.26% 100 % Total Shares 18052035 1687514 976445 429066 345291 310726 866199 341599224 364266500 Amount(Face Value) 180520350 16875140 9764450 4290660 3452910 3107260 8661990 3415992240 3642665000 % of Amount 4.96 0.46 0.27 0.12 0.09 0.09 0.24 93.78 100

16. Geographical (State Wise) Distribution of Shareholders as at 31st March 2010 Sr. No. State 1. 2. 3. 4. ANDHRA PRADESH ARUNACHAL PRADESH ASSAM BIHAR Cases 6428 14 445 2502 Shares 918450 1774 55897 288732 % (No. of Shares) 0.25 0.00 0.02 0.08

5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25.

CHANDIGARH DELHI GOA GUJARAT HARAYANA HIMACHAL PRADESH JUMMU & KASHMIR KARNATAKA KERALA MADHYA PRADESH MAHARASHTRA MEGHALAYA NAGALAND ORISSA PUNJAB RAJASTHAN TAMIL NADU TRIPURA UTTAR PRADESH WEST BENGAL OTHERS Total

418 7385 1388 42021 1880 246 197 6861 2707 4779 41331 95 111 989 1547 10845 10979 122 12521 5070 3347 164228

74280 197166186 201032 5505354 233720 26051 24982 2180168 418856 695876 148563258 13623 24722 107418 208377 1334620 1902801 16967 1707874 1009944 1585538 364266500

0.02 54.13 0.06 1.51 0.06 0.01 0.01 0.60 0.11 0.19 40.78 0.00 0.01 0.03 0.06 0.37 0.52 0.00 0.47 0.28 0.43 100.00

17. Share Price, Volume of Shares Traded in Stock Exchanges (From 01.04.2009 to 31.03.2010) Month National Stock Exchange of India Bombay Stock Exchange

Limited (NSE) Highest (Rs.) Low Volume Traded (Nos.)

Ltd. (BSE) Highest (Rs.) Lowest (Rs.) Volume Traded (Nos.)

APR 2009 MAY 2009 JUN 2009 JUL 2009 AUG 2009 SEP 2009 OCT 2009 NOV 2009 DEC 2009 JAN 2010 FEB 2010 MAR 2010

334.70 475.00 485.00 462.00 448.00 495.95 549.90 563.50 541.80 589.90 606.80 654.70

226.00 314.00 400.00 360.00 402.75 424.00 455.25 490.20 489.05 505.55 537.70 586.15

29115650 28435165 20355878 14646676 10299893 13066090 14535374 17016249 15002263 15829297 15982025 15492065

334.80 464.30 463.00 454.00 445.00 496.00 548.00 563.00 540.85 589.00 605.00 653.00

227.10 314.00 400.00 371.10 406.40 381.00 461.00 498.20 488.50 508.00 546.40 585.00

6194430 7081233 4252091 3191359 1741414 2458227 3586767 3237065 2636695 1763342 2326137 2225977

Profile of Directors Appointed During the Financial Year 2009-10 18.1 Shri N. S. Srinath NAME ADDRESS Shri N. S. Srinath Bank of Baroda C-26, "G" Block, Bandra Kurla Complex, Bandra (East), MUMBAI - 400 051 DATE OF BIRTH AGE QUALIFICATIONS 10.05.1952 57 Years 1) B. Sc.

2) LL. B. 3) CAIIB NATURE OF APPOINTMENT AS DIRECTOR

Appointed as a whole time director (designated as Exec 07.12.2009 by the Central Government u/s 9 (3) (a) of t (Acquisition and Transfer of Undertakings) Act, 1970, t 31.05.2012 i.e. the last date of the month in which he w superannuation or until further orders, whichever is earl

EXPERIENCE

Shri N. S. Srinath, has joined as Executive Director of t 2009. He is a Science Graduate with a Law degree. He qualified banker with CAIIB. He brings with him rich e Bank in the areas of Information Technology, Projects, Development, besides Banking Operations. He has been instrumental in implementing ERP solution deep insight into leveraging technology and optimizatio Management. Before joining Bank of Baroda, he was General Manage Corporate Office.

Directorship or Committee Positions held in other Companies No. of Shares held in Bank of Baroda 18.2 Shri Alok Nigam, I.A.S. NAME

He is also a Director on the Board of Bank of Baroda (T Limited. NIL

Shri Alok Nigam, I.A.S. Joint Secretary (BO) Government of India Ministry of Finance, Department of Financial Services Jeewan Deep Building 3rd Floor, Sansad Marg New Delhi - 110 001 18.11.1961 48 Years M. A. (Mathematics)

ADDRESS

DATE OF BIRTH AGE QUALIFICATIONS NATURE OF APPOINTMENT AS DIRECTOR

Nominated as a Director w.e.f. 9.12.2009 by the Centra of the Banking Companies (Acquisition and Transfer of to hold the post until further orders.

EXPERIENCE

Shri Alok Nigam, I A S Officer of 1986 batch is at pres

the Ministry of Finance, Department of Financial Servic Mathematics and also holds a post-graduate degree in M Psychology.He is appointed on the Board of our Bank f He brings with him rich experience having worked in va and Central Government. Directorship or Committee Positions held in other Companies Directorship: 1. National Housing Bank 2. NABARD Committee Positions: NIL NIL

No. of Shares held in Bank of Baroda 18.3 Dr. (Smt.) Masarrat Shahid NAME ADDRESS DATE OF BIRTH AGE QUALIFICATIONS NATURE OF APPOINTMENT AS DIRECTOR

Dr. (Smt.) Masarrat Shahid AB-54, NRI Colony Road 1st Koh E Fiza, Ahmdabad Palace, Bhopal - 462 001 06.03.1955 55 Years 1) M. Sc. (Botany) 2) B. Ed. 3) M.B.E.H.

Nominated as a part time non- official director w.e.f. 29. Government of India u/s 9 (3) (h) of the Banking Compa

Transfer of Undertaking) Act, 1970 for a second term of orders, whichever is earlier.

EXPERIENCE

Dr. (Smt.) Shahid has been appointed on the Board of th official Director, for a second term of 3 years from 29th She has a strong academic background with M.Sc. (Bota She is an active Social Worker and is a public leader. Sh the Community and has rich experience in the political l rich and varied administrative experience of having led v corporations of the State. She also worked for increasing hinterland. She has headed many Committees working f women and has also been holding key positions in social

Directorship or Committee Positions held in other NIL Companies

No. of Shares held in Bank of Baroda

NIL

Auditors Certificate on Compliance of Conditions of Corporate Governance To : The Members of Bank of Baroda, We have examined the compliance of conditions of Corporate Governance by Bank of Baroda, for the year ended on 31st March 2010, as stipulated in Clause-49 of the Listing Agreement of the Bank with Stock Exchanges. i.e. National Stock Exchange of India Limited and Bombay Stock Exchange Limited. The compliance of conditions of Corporate Governance is the responsibility of management. Our examination was limited to procedures and implementation thereof, adopted by the Bank for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Bank. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Bank has complied with the conditions of

Corporate Governance as stipulated in the above mentioned Listing Agreement. We state that such compliance is neither an assurance as to the future viability of the Bank nor the efficiency or effectiveness with which the management has conducted the affairs of the Bank For A. Sachdev & Co. Chartered Accountants (K. G. Bansal) Partner M. No.94274 FRN : 001307C For Gupta Nayar & Co Chartered Accountants (Satyabhama Gupta) Partner M. No.073295 FRN : 008376N For Ashwani &Associates Chartered Accountants (Aditya Kumar) Partner M. No. 506955 FRN : 000497N

For S. K. Kapoor & Co. Chartered Accountants (V. B. Singh) Partner M. No. 073124 FRN : 000745C Place : MUMBAI Date :25th May 2010 DECLARATION

For N. C. Banerjee & Co. Chartered Accountants (M. C. Kodali) Partner M. No. 056514 FRN : 302081E

For Haribhakti & Co. Chartered Accountants (Rakesh Rathi) Partner M. No. 045228 FRN : 103523W

Declaration of the Chairman and Managing Director pursuant to clause 49 (I) (D) of Listing Agreement with Stock Exchanges.. It is to declare that all the Board Members and Senior Management Personnel of the Bank have affirmed their compliance of the Code of Conduct for the Financial Year ended on 31st March, 2010 in accordance with clause 49 (I) (D) of the Listing Agreement entered into with the Stock Exchanges. The said Code of conduct has been posted on the Bank s website. For Bank of Baroda M. D. Mallya Chairman & Managing Director Place: Mumbai Date : 25th May 2010