Bank of baroda

Payment or benefit to officers of our Bank
Except as stated in the Red Herring Prospectus, no amount or benefit has been paid or given within the two preceding
years or is intended to be paid or given to any of our officers except the normal remuneration for services rendered as
Directors, officers or employees.
Corporate Governance
We had made a public issue of 100,000,000 Equity Shares on December 5, 1996 and are currently listed on the NSE,
the BSE and the VSE. We had entered into listing agreements with the Stock Exchanges and we are in compliance with
the provisions of the listing agreements with the Stock Exchanges.
We have complied with SEBI Guidelines in respect of corporate governance specially with respect to broad basing of
board, constituting the committees such as Shareholders’/ Investors’ Grievance committee details of which are provided
hereinbelow. We shall comply with the requirements of the SEBI circular SEBI/CFD/DIL/CG/1/2004 dated October 29,
2004, which notifies revised corporate governance guidelines, by the required date, i.e., December 31, 2005 for listed
entities like our Bank.
The Board has ten Directors, of which two are wholetime Directors. The Chairman of the Board is a wholetime Director.

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Committees of the Board
We have constituted the following committees of our Board of Directors for compliance with corporate governance
requirements in accordance with listing agreements:
1.
Audit Committee; and
2.
Shareholders’/Investors’ Grievance Committee.
The Board of Directors has not constituted any remuneration committee as the remuneration of Directors is determined by
the Government and is guided by the guidelines of the Government in this regard.
The following committees have been formed to focus on specific areas:
Audit Committee
The members of the Audit Committee are A.C. Mahajan, Vinod Rai, Dr. Dharmendra Bhandari, Manish P. Mehta and G.K.
Sharma.
The responsibilities of the Audit Committee, which was constituted on May 20, 1994, include the following:
1.
Providing direction and overseeing the total audit function of the Bank and following up on the statutory/external
audit of the Bank and inspections of RBI;
2.
Obtaining and reviewing half yearly reports from the compliance officer appointed by the Bank;
3.
To interact with the statutory auditors before finalisation of annual/semi annual quarterly financial accounts and
reports and also follow up on all the issues raised in the Long Form Audit Report or the LFAR;
4.
To review the internal inspection/audit functions of the Bank viz. its systems, their quality and effectiveness in terms
of follow up;
5.
Review of inspection reports of specialised and extra large branches and all the branches with unsatisfactory
rating; and
6.
To act as per provisions of the listing agreements with the Stock Exchanges and in line with the guidelines issue
by the RBI from time to time.
As on September 30, 2005, the Committee has met 89 times since its inception.