Bank of baroda

Appointment and Remuneration of the Chairman and Managing Director and Other Directors
Directors on the Board of Directors of our Bank are appointed by the Central Government in terms of Section 9 of the
Bank Acquisition Act. The Chairman and Managing Director and Executive Director (wholetime directors) are appointed
by the Central Government in consultation with the RBI. The other Directors nominated/ appointed by the Central
Government include one official each from the GoI and RBI and one Director representing the non-workmen employees
of the Bank. Further, a specified number of Directors are elected by the shareholders. The wholetime Directors appointed
by the Central Government and the officials of the Central Government and the RBI who serve as the nominee directors
of the Central Government and RBI cannot be a director of any other corresponding new bank. For the text of Section 9
of the Bank Acquisition Act see the section titled “Main Provisions of Constitutional Documents” on page 373 of this Red
Herring Prospectus.
The remuneration paid to Directors is determined by the Central Government in consultation with the RBI.
Penalties
RBI may impose penalties on banks and their employees in case of infringement of regulations under the Banking
Regulation Act. The penalty may be a fixed amount or may be related to the amount involved in any contravention of the
regulations. The penalty may also include imprisonment.
Assets to be Maintained in India
Every bank is required to ensure that its assets in India (including import-export bills drawn in India and RBI approved
securities, even if the bills and the securities are held outside India) are not less than 75.0% of its demand and time
liabilities in India.

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BANK OF BARODA
Subsidiaries and other investments
A bank requires the prior permission of RBI to incorporate a subsidiary. A bank is required to maintain an “arms’ length”
relationship in respect of its subsidiaries and in respect of mutual funds sponsored by it in regard to business parameters
such as taking undue advantage in borrowing/lending funds, transferring/selling/buying of securities at rates other than
market rates, giving special consideration for securities transactions, in supporting/financing the subsidiary and financing
our clients through them when we ourselves are not able or are not permitted to do so.