CORPORATE GOVERNANCE

PRACTICES IN SELECT
COMMERCIAL BANKS
 A banking institution is indispensable to a modern society. It m p i e s an
important place in a nation's economy and plays a pivotal role in the economic
development of a country. It forms that core of the money market in an advanced
country (Subba Ra0.P 1988). In India, ihough the money market is still
characterized by the existence of both the organized and the unorganized segments,
institutions in the organized money market have grown significantly and are playing
an increasingly important role. The unorganized sector, comprising the moneylender
and indigenous bankers, caters to the credit needs of a number of persons especially
in the countryside. Amongst the institutions in the organized sector of the money
market, commercial banks and cooperative banks have been in existence for the past
several decades. The Regional Rural Banks (RRBs) came into existence since the
middle of the seventies. Thus, with the phenomenal geographical expansion of the
commercial banks and the setting up of the RRBs during the recent past, the
organized sector of money market has penetrated rural areas as well.

The commercial banks are the oldest, and the biggest, financial
intermediaries in India and they are growing faster than others (Bhole.L.M.2005).
They are also the most important depositaries of public savings and disbursers of
finance. Commercial banking in India is a unique system, which exists nowhere else
in the world. The commercial banks are the artery of Indian financial system, and
structure, since they have the ability, in cooperation with the Reserve Bank of India,
to add to the money supply of the nation and create additional purchasing power.
Their lending, investments and related activities facilitate the economic process of
production, distribution, and consumption (Vasant Desai).

Financial services constitute an integral part of the infrastructure required for

industrial and agricultural development. In India, banking is the most dominant
segment of the financial sector, accounting for over 80 per cent of its funds. With
the rapid picking up of globalization and liberalization, several sweeping changes
have taken place in the financial sector.
History of Ba-g Sector in Indh

Banking in India has been in existence since the Vedic era. It is believed that
the transition from money lending to banking must have o m e d even before
"Manu" the great Hindu Jurist who has devoted a section of his work to deposits and
advances and laid down rules relating to rates of interest. In the present scenario,
service sector plays an important role in the country. In the service sector, banking is
one which plays a vital role in economic development. The liberalization and
economic reforms allowed banks to explore new business opportunities rather than
generate revenues fiom borrowing and lending. n e banking industry is regulated by
"The Indian banking Regulation Act" of 1949. It defines Banking Industry as "an
industry which transacts banking business in India". Banking means "accepting for
the purpose of lending all investment of deposits of money fiom the public,
repayable on demand or otherwise, and withdrawal by cheque or demand draft".

During the Moghul period, the indigenous bankers played a very important
role in lending money and financing trade and commerce. During the days of the
East India Company, it was the turn of the agency houses to carry on the banking
business. The General Bank of India was the first joint stock Bank to be established
in the year 1786. The others, which followed were the Bank of Hindustan and the
Bengal Bank. In the first half of the 19'h century the East India Company established
three banks; the Bank of Bengal in 1809, the Bank of Bombay in 1846 and the
Bank of Madras in 1843. These three banks also known as Presidency Banks were
independent units and functioned well. These banks were amalgamated in 1920 and
a new bank, the Imperial Bmk of India, was established on 27& January
1921. With the passing of the State Bank of India Act in 1955, the Imperial Bank of
India was taken over by the newly dnstituted State Bank of India.

The Reserve Bank, which is the central bank, was created in 1935 by passing
Reserve Bank of India Act 1934. In the wake of the Swedish movement, a number
of banks with Indian Management were established in the country, namely, Punjab
National Bank Limited, Canara Bank Ltd, and Indian Bank Ltd. On July 1 9 1969,
~
14 major banks of the country were nationalized and on isLb April 1980, six more
commercial private sector banks were also taken over by the government.
 -
Figure 5.1 :History of banking sector in India

Evaluation of Indian banking

I

I Pre-Independence
(1706-1847) -
Post-lndepedence
(1947 - Till date)

Pre-Nationalization Post-Nationalitation Post-Liberalization

(1 947 - 1969) (1947 - 1969) (1991 - Till date)
i 1

Source: Indian Bankers Association Bulletin, Special Issue, January 2012

Profiles of Sample Banks

State Bank of India

The evolution of State Bank of India can be traced back to the first decade of
the 19th century. It began with the establishment of the Bank of Calcutta in Calcutta,
on 2 June 1806. The bank was redesigned a s the Bank of Bengal, three years later,
on 2 January 1809. It was the first ever joint-stock bank of the British India,
established under the sponsorship of the Government of Bengal. Subsequently, the
Bank of Bombay (established on 15 April 1840) and the Bank of Madras
(established on 1 July 1843) followed the Bank of Bengal. These three banks
dominated the modem banking scenario in India, until they were amalgamated to
form the Imperial Bank of India. on 27 January 1921.

An important turning point in the history of State Bank of India is the launch
of the first Five Year Plan of independent India, in 1951. The Plan aimed at serving
the Indian economy in general and the rural sector of the country, in particular. Until
the Plan, the commercial banks of the country, including the Imperial Bank of India,
confined their services to the urban sector. Moreover, they were not equipped to
respond to the growing needs of the economic revival taking shape in the rural areas
of the country. Therefore, in order to serve the economy as a whole and nual sector
in particular, the All India Rural Credit Survey Committee recommended the
formation of a state-partnered and state-sponsored bank.
 The All India Rural Credit Survey Committee proposed the take over of the
~mperialBank of India, and integrating with it, the fonner stateowned or state
associate banks. Subsequently, an Act was passed in the Parliament of India in May
1955. As a result, the State Bank of India (SBI) was established on 1 July 1955. This
resulted in making the State Bank of India more powerful, because as much as a
quarter of the resources of the Indian banking system wereantrolled directly by the
State. Later on, the State Bank of India (Subsidiary Banks) Act was passed in 1959.
The Act enabled the State Bank of India to make the eight former State-associated
banks as its subsidiaries.

The State Bank of India emerged as a pacesetter, with its operations carried
out by the 480 offices comprising branches, sub offices and three Local Head
Offices, inherited fiom the Imperial Bank. Instead of serving as mere repositories of
the community's savings and lending to creditworthy parties, the State Bank of India
catered to the needs of the customers, by banking purposefully. The bank served the
heterogeneous financial needs of the planned economic development.

ATM Sewices

SBI provides easy access to money to its customers through more than 8500
ATMs in India. The Bank also facilitates the free transaction of money at the ATMs
of State Bank Group, which includes the ATMs of State Bank of India as well as the
Associate Banks - State Bank of Bikaner & Jaipur, State Bank of Hyderabad, State
Bank of Indore, etc. The customer may also transact money through SBI
Commercial and International Bank Ltd by using the State Bank ATM-cum-Debit
(Cash Plus) card.

Branches

The Bank has been pursuing a policy of offering specialized services to

specific customer segments through specialized outfits with a view to countering the
competition from the private and foreign banks. It has 8 1 personal banking branches
at select centers. The bank has so far opened 9 rehabilitation and recovery branches.
It has opened a specialized housing finance branch in Chennai, Diamond branch in
~ w n b a and
i Leather branch in Chennai. It has a total of 21,500 branches. The bank
has a network of 137 overseas offices spread over 32 countries covering all the time
zones. The bank also maintains comprehensive correspondence with 593 top ranking
branches in 127 countries. It has 25,000 ATMs band 99345 offices in India. Tele
banking, offered by the bank fiee of charge, is operative in 301 branches in 18 cities.
Over 3 1000 customers have registered for the service. Internet banking is provided
by 501 branches in 97 cities. The special EFT (Electronic Fund Transfer) scheme
was launched by the bank fiom 1" April, 2003 in close coordination with RBI to
facilitate efficient and expeditious inter-bank transfer of funds. About 29 branches of
the bank are participating in the scheme.

The bank has two wholly owned subsidiaries abroad-SBI Canada, SBI
California and two joint ventures, namely, Nepal SBI Bank Ltd and Bank of Bhutan.
The other subsidiaries are SBI international Ltd, Mauritius, and Indovigeria
Merchant Bank Ltd., Besides, there are 18 corresponding banks working as agents
of SBI.. The State Bank Group with a network of 20,193 branches including 5096
branches of its five Associate Banks dominates the banking industry in India.
National Banking Group, as on 31st March 2012, comprised 14,013 out of 14,097
domestic branches, controlled by 14 Local Head Offices. SBI have five associates.

> State Bank of Bikaner and Jaipur

> State Bank of Hyderabad

P State Bank of Mysore

> State Bank of Patiala

O State Bank of Travancore .

The commercial banks of the country including the Imperial Bank of India
confined their operations to the urban sector and were not equipped to respond to the
challenge of the economic regeneration of the rural areas. In order to serve the
economy in general and the nual sector in particular, the All India Rural Credit
Survey Committee recommended the creation of the state-partnered and state-
sponsored bank by taking over the Imperial Bank of India and integrated with it the
former state owned or state-associate banks. An Act was accordingly passed in the
Parliament in May 1955 and State Bank o f Lndia (SBI) was constituted on 1" July,
1955. The State Bank of India, thus, came into being with a new sense of social
purpose aided by the 480 offices comprising branches, sub-branches and three local
head offices inherited from the Imperial Bank of India. SBI won the Golden Peacock
Award for Corporate Social Responsibility 2012 in Dubai on 25" April, 2012.

Emerging Financial Services

SBI, along with its non-banking subsidiaries has emerged as a financial

service, offkng services that include investment banking, housing finance,
factoring, project finance, asset management, primary dealership, securities trading,
credit card, gold banking and the like. Internet banking facility provided by the bank
is being used by more than 2, 50,000 customers. The bank is working on core
banking. About 1291 branches are providing this service. The bank has introduced
customized products for tourism, besides tie-up arrangements with manufacturers of
dental and medical equipments, loan for renovation and modernization of clinics,
and offices. SBI's international group (Banlung group) delivers the full range of
cross border finance solutions through four wings viz: The domestic division, the
foreign office division, the foreign department and the international services
division. Besides, SBI provides a wide range of schemes like housing loan scheme,
educational loan scheme, and agricultural loans. A joint venture between SBI and
Cardiff S.A of France was incorporated on 2 9 March
~ 2001. It was registered as SBI
Life Insurance Company limited. SBI has divided the market into four segments viz:
Commercial and institutional segment (C&I), Small industrial business segment
(SIB), Personal segment (Per), and Agricultural segment (Agl). In addition to
banking, the Group, through its various subsidiaries, provides a whole range of
financial services, which include Life Insurance, Merchant Banking, Mutual Funds,
Credit Card, Factoring, Security trading, Pension Fund Management, Custodial
Services, General Insurance (Non Life Insurance) and Primary Dealership in the
Money Market (Annual Report 201 1).
Corporate governance practices in SBI

State Bank of India is committed to the best practices in the area of

Corporate Governance, in letter and in spirit. The.Bank believes that good Corporate
Governance is much more than complying with legal and regulatory requirements.
Good governance facilitates effective management and control of business, enables
the Bank to maintain a high level of business ethics and to optimize the value for all
its stakeholders. The objectives can be summarised as:

B To protect and enhance shareholder value.

> TO protect the interests of all other stakeholders such as customers, employees
and the society at large

P To ensure transparency and integrity in communication and to make available

full, accurate and clear information to all concerned.

)r TO ensure accountability for performance and customer service and to achieve

excellence at all levels.

k To provide corporate leadership of the highest standard for others to emulate.

The Bank is committed to

B Ensuring that the Bank's Board of Directors meets regularly, provides effective
leadership and insights in business and functional matters and monitors Bank's
performance.

> Establishing a framework of strategic control and continuously reviewing its

efficacy.

)r Establishing clearly documented and transparent management processes for

policy development, implementation and review, decision-making, monitoring,
control and reporting.

> Providing free access to the Board to all relevant information, advices and
resources as are necessary to enable it to carry out its role effectively.
> Ensuring that the Chairman has the responsibility for all aspects of executive
management and is accountable to the for the ultimate paforrnance of the
Bank and implementation of the policies laid down by the Board. The role of the
Chairman and the Board of Directon are also bided by the SBI Act, 1955, with
all relevant amendments.

P Ensuring that a senior executive is made responsible in respect of compliance

issues with all applicable statutes, regulations and other procedures, policies as
laid down by the GOIIRBI and other regulators and the Board, and reports
deviations, if any.

The Bank has complied with the provisions of Corporate Governance as per
Clause 49 of the Listing Agreement with the Stock Exchanges except where the
provisions of Clause 49 are not in conformity with SBI Act, 1955 and the directives
issued by RBYGOI.

*Composition of Board

The Board of directors of the company shall have an optimum combination

of executive and non-executive directors with not less than fifty percent of the board
of directors comprising non-executive directors. Where the Chairman of the Board is
a non-executive director, at least one-third of the Board should consist of
independent directors and in case he is an executive director, at least half of the
Board should consist of independent directors. Provided that where the non-
executive Chairman is a promoter of the company or is related to any promoter or
pason occupying management positions at the Board level or at one level below the
Board, at least one-half of the Board of the company shall consist of independent
directors.
 1b1e.5.1 :Total Strength of Board Mrecturs of S

Source: Annual Reports 2002-03 to 20 1 1-12

The table 5.1 board strength and size of the SBI reveals that in 2002-03 the
bank had board size of 9 members; gradually the size of the board has been
increased upto 15. The SBI bank did not disclose the information about the strength
of independent dimtors in the board of directors h m 2002-05, But in the yeass
2005-to 2012, the bank disclosed the strength of independent directors. And also
from 2002 to 2012 the SBI is not disclosing any information relating to non
executive directors on the Board. In the year of 2006-07some changes have taken
place in tenns of board strength. At present ttie bank has a 15 board of directors with

179 -
optimum combination ef independent directors. It is observed that from 20C
SBI maintained 70% independent directors,'but from 2008 to2012 the bank llllJ V==U
gradudly decreasing the independent directors to 66% in the b o d . And also the
SBI had furnished dl the information about dl thi directors.

Table 5.2 :SBI Board Meetings and Directors Attendance

2008-2009
- 12
- 9
- 4 / Satisfied
2009-20 10 10
- - -10
2010-20 1 1
- -12 -10
201 1-2012 15 12 5 Satisfied
Source: Annual Repods 2002-03to 201 1-12

12
10
a Board directors
6 IMeetings held

4 1 Quorum
2
0

The table 5.2 discloses the board strength, meetings held and attendance of
the board of directors for the board meetings. In a11 the meetings of the board bank
had satisfied the quorum. In h e year 2007-08 the &mPmy board had met 11 time.
With regards to these meetings the bank does not disclose any information I
those who attended the meding and also'the bank not disclose board mempem
names for that particular year. In the year o f 2008-09,9 meetings were hell3. Out 0:F
*
12 members no one anended any meeting (incl;ding chairman).Af€er2008-w *A ..
me
bank has taken some initiatives to strengthen the board. From 2008-09to !
the attendance of directors to board meetings is increasing.,Eventhough the majority
of independent directors are not attending a11 board meetings.

Table. 5.3 :Audit Committee Size and Attendance of the

committee Meetings of SBI .

2009-20 10 7 8 3 Satisfied
2010-201 1 7 11 3 Satisfied
201 1-2012 7 9 3 Satisfied

Source: Annual Reports 2002-03 to 201 1-12

a Board directon
 The table 5.3 discloses the audit commirtee size and a
committee meetings, In all the meetings the bank had satisfied h e quonmr. sn mr
year of 2004-05, the bank held 8 meetings. & of 7 directof3 2 attended all thf
=.
meetings, In the year of 2009-10 out of 7 directors the bmk had given the and11
m i n e e attendance details about 4 directors oniy. In the year of 2011-12 the bank
had met 9 times. Out of 7 directors ody 1 director had attended 9 meetings, and also
1 director attended 1 meeting out of 7 meetings. The m p w y has complied with the
conditions of the C l b e 49 of the Listing Agreement. It is obamed that in some of
the years it did not furnish the details to audit mmmittee dimtors. The SBI has
disclosed the details of the b a r d of directors like the number of meetings attended
the directors, their tenure etc., the bank has not disclosed my information relating to
the mqmate governance report: on audit committee.

Table. 5.4 :Risk Management Committee Size and Attendance of the

committee Meetings of SBI

2010-2011 6 4 2 Satisfied
201 1-2012 9 4 3 Satisfied

Source: Annual Reports 2002-03 to 201 1-12

Board dimtors
Meetings hdd
Q Quorum
 The table 5.4 discloses the Risk Management committee size and attendance
of the cornmitt= meetings. It is found that the bank has constituted risk management
committee on March 2004 onwards, but in the year of 2007-08 the committee had 3
-
directors in the board. In the year of 201 1 12 tht committee had 9 directors in the
board but out of 9, only 7 directors had met in the board meetings. The SBI has not
disclosed the infomation related to board meetings and what decision the committee
has taken relating to risk.

Remuneration committee

The SBI constituted remuneration committee on March 2007. From 2008-12

the bank disclosed only the number of board of directors in the board, but the bank
did not disclose about remuneration committee charter. How many meetings the
bank conducted, who attended etc, but in the year 2009-10 the bank disclosed the
details of directors joining dates and their remuneration. And it is observed that the
bank disclosed about remuneration of each meeting for non-executive directors.

Table. 5.5 : Shareholders 1 Investors Grievances Committee of SBI Bank

Board Meetings Complaints

Year Pending
directors held received
2002-2003 3 4 310 0
2003-2004 4 4 276 . 0
2004-2005 5 4 323 0
2005-2006 4 4 536 0
2006-2007 4 4 547 0
2007-2008 3 4 3288 19'
2008-2009 5 4 309 0
2009-2010 5 4 274 0
2010-201 1 7 4 33 1 0
201 1-2012 8 4 536 0

"19 complaints are in sub -judice

Source: Annual Reports 2004-05 to 201 1- 12
 Complaints received

The table 5.5 reveals the shareholddnvestors wmplaintdrequest. It is

observed that in the year of 2002-03 the bank had 3 directors. At pment the bank
has the strength of 8 boards of directors. In the year 2007-08 the bank received 3288
mmplaintd share transfers. The bank responded to 3269. The remaining 19 w m not
resolved, and the pending issues are sub-judice. It is found that the Bank had
furnished details of only how many complaintsfrequests received and replied to but
it did not gave the details of queries and complaints received and replied to in the
corporate governance report.

Andhra Bank

Andhra Bank was founded by Dr. Bhogaraju Pattabhi Sitaramayya in 1923 in

Machilipatnam, Andhra Pradesh. The founder, Dr. Bhogaraju Pattabhi Sitaramayya,
was an eminent fieedorn fightw and a multifaceted genius. The bank was registered
on 20th November, 1923 and commenced business on 28th November 1923 with a
paid up capital of Rs I lakh and.an authorised capital of Rs I0 lakhs. In 1956,
linguistic division of states was promulgated and Hydmbad was made the Capital
of Andhra Pradesh. The registered office of the bank was hbsequently shifted to
Andhra Bank Buildings, Sultan Bazar, Hyderabad, Andhra Pradesh. When the
second phase of nationalization of commercia1 banks commenced in Apd 1980,the
bank became a wholly owned Government bank. In 1964, the bank rnergd with
Bharat Lakshmi Bank and further consolidated ik position in Andhra Pradesh.
Vision of the Bank

The vision of the bank is to be trustwoahy and efficient with a strong

commitment to increase bank market share by generating innovative customer
centric services and products. This ignites the passion and creative talents in human
resource leveraging technology to expand the clientele. As a result, delivering
quality and value leading to customer delight is possible. .

Mission of the Bank

The mission of the bank is to amplify the fiont line capabilities to serve
customers, develop processes, for improving tkchnology dynamically, locate and
empower people, fast-cycle knowledge into innovative products, create possibilities
to reach the business goals and position the bank as a rising star in the financial
horizon.

Branch Expansion

Branch expansion in Andhra Bank steadily grew at a slower pace initially

and then rapidly. In 1951, Andhra Bank was operating with 50 branches. Total
number of branches increased to 1366 by March 2008. During the financial year, the
bank opened 80 Branches (including up-gradation of 10 extension Counters) and 75
ATMs. As of March 2012, Andhra Bank has a total of 2,821 delivery channels
which include: 1712 branches, 1056 ATMs, 15 extension counters, and 38 satellite
offices. In the Annual Year 201 1-12, there was an addition of 145 delivery channels
during the year, including 80 branches (including up gradation of 10 ECs).Bank has
entered into Tripura and Himachal Pradesh States during the year,2011-12 and, with
this, the presence of the bank spread to 25 States and 3 Union Territories. The bank
also has 1 127 Branchless Banking Units (Business Correspondents).

Products and Services

The products and services provided by the bank are mainly categorized into
businesses of retail, corporate, NRI, MSME, and agricultural industry. Under the
retail business, the bank offers deposits, loans, cards, DMAT services, Payment
services, insurance, and mutual funds to individual customers. Under the corporate
business, the bank offers loans & advances, project appraisal services and
syndication of loans to the business entities. Under the NRI business segment, the
bank offm deposit schemes, loans, remittance services, and investment services to
the Non Resident Indians. Under the MSME business segment, the bank offers
d i f f m t schemes that are aimed at providing loans and transadion services to Micro
Small and Medium Enterprises (MSME).Some of the MSME schemes available are
OTS scheme, Composite Loan Scheme (CLS), Open Cash Credit (OCC), Artisans
Credit Card (ACC), AB Laghu Udhyami Credit Card (LUCC), AB Power Tools
(Shakti), Technology Upgradation Fund scheme (TUFs), Credit Guarantee Fund
T m t for Small Industries (CGTSI), AB Doctor Plus k d the like. Under the
Agriculture business segment, bank lanched different credit schemes to help
farmers, and women through women Empowerment schemes. Andhra Bank Rural
Development Trust (ABRDT) helps Rural Self Employment Training Institutes
(RSETls) (Annual Report of Andbra Bank, 201 1)

Deposit Schemes

AB Current Accounts, AB Term Deposits, AB Arogyadaan Scheme, AB

Bancassurance Life, AB Bancassurance (Non Life), Retail Loans, Agricultural
Loans, Corporate Banking, NRI Banking, NRI Products and Services, NOSTOR
details for remittance and Western Union Money Transfer.

Technology Products

Internet Banking, Credit cards (Either on the basis of Fixed Deposit or latest
Income Tax returns), Multi City Cheque Facility, On-Line Tax Accounting System
(OLTAS), Real Time Gross Settlement (RTGS),Instant Funds Transfer, ATM
Services, Any Branch Banking, Electronic Clearing Service (ECS) and National
Electronic Funds Transfer.

International expansion

Andhra Bank opened a representative office in Dubai in May, 2006 and

another at Jersey City, New Jersey'(USA), in June 2009. A foothold in New Jersey
is strategic for the bank as the state has a large number of Indians fiom Andhra
Pradesh. In 2010 Malaysia awarded a commercial banking license to a locally
incorporated bank to be jointly owned by Bank of Baroda, Indian Overseas Bank
and Andhra Bank. The new bank, India BIA Bank (Malaysia), will have its
headquarters in Kuala Lumpur, which has a large population of Indians. Andhra
Bank will hold 25 per cent stake in the joint-venture. Bank of Baroda will own 40
per cent and IOB, the remaining 35per cent. .
 Corporate Governance practices in Andhra Bank

Andhra Bank is to continue to remain dynamic to the ever changing needs of

the custom^. The Bank believes that proper Corporate Governance facilitates
effective management and control of business. 'Fhis, in turn, enables tlk Bank to
maintain a level of business ethics and to optimize the value for all its stakeholders.
The principles of Corporate Governance require the commitment of the Bank to
attain high standard of transparency, accountability, responsibility and financial
stability with the ultimate objective of building up values to the stakeholders. The
objectives can be summed up as under:

P Upholding the shareholders value within the principles of ethics and legal
framework of the country.

P protect interests of shareholders and other stakeholders including customers,

employees and the society at large;

P Ensure transparency and integration in communication and to make available

full, accurate and clear information to all concerned.

Table 5.6 :Board Strength and Size of the Andhra Bank

-
Non- Executive1
Year Total Executive
Independent
2002-2003 13 2 10
2003-2004 11 2 9

2004-2005 12 2 10
2005-2006 11 2 9

2006-2007 12 2 10

2007-2008 11 2 9

2008-2009 12 2 10

2009-2010 10 3 7

2010-2011 13 3 10

201 1-2012 12 3 9
'
Source: Annual Reports 2002-03 to 201 1-12

187
 Tar

Ir Executhre

r Non- Executive/
Independent
0

The table 5.6 presents the bard strength md size of the Andhra Bank. It
m e a l s that, in the y m 2002-03 and 2006-07 the bank not disclosed about the
number of independent directors in the bard.The bank had a board size of 13 in the
year 2002-03.At present the bank had 12 directors.There are no big changes in size
of board of dimtors in the board, md also in independent directors. But from 2009-
10 to 201 1-2012 there is increase in executive directors. It is observed that the
Andhra bank is having g o d size and strength ofboard of directors in the board.

TabIe.S.7 :Andhra Bank Board Meetings and Directors Attendance

Source: Annual Reports 2002-03 to 2011-12 +

 20

f5

8 Board directo*
10
Meetings held
5 w Quorum

-- -- --

The table 5.7 presents h a r d strength, meetings held and attendance of the
board of directors for the board meetings. In all the meetings the Bank had satisfied
the quonun. In the year 2002-03the had met 14 times. In these meetings out of 13
directors, 3 directors attended dl meetings. In the year 2006-07the bank had met 20
times. In these meetings out of 12 directors, 3 attended 20 meetings, and dso 2
directors attended If meetings out of 18. It is found that in Andhra Bank is'
disclosing all the information related to board of directors. (Joining date,
Experience, Dmignation, etc.,) but most of the absentees in the board meetings are
nominated directors. i.e.,(RBI,Government of India, and part time directon).

TabIe.5.8 :Audit Committee Size and Attendance of the

committee Meetings of Andhra Bank

2009-2010 7 I0 3 Satisfied
2010-2011 6 9 2 Satisfied
201 1-2012 8 12 3 Satisfied
'
Source: Annual Reports 2002-03to 201 1-12
 10

6 , mbaiddirecto~

4 R Meetingsheld

r Quorum
2

The table 5.8 discloses the Audit Committee strength, meetings held and
attendance of the Audit Committee of directors for the board meetings. In dl the
meetings the Bank has satisfied the quorum. In the year of 2002-03 the committee
had met 6 time. Out of 7 directors only 1 director had attended all meetings. Zt is
observed that in the year 2005-06, RBI, Independent directors had not attended a
single meeting. The bank has not disclosed any information relating to the corporate
governance report on audit committee.

Table. 5.9 :Risk Management Committee Size and Attendance of Andhra Bank

Year
II Basrd
directors 1 Meetings
held
Satisfied!
Dissatisfied
2002-2003 7 6 3 Satisfied
- - - - -
I
6 3 I
Satisfied
- .

2004-2005 7 5 3 Satisfied
I

2005-2006 9 6 3 Satisfied
2006-2007 7 4 3 Satisfied
2007-2008 9 6 3 Satisfied
-
2008-2009
2009-20E 0 7 6 3 Satisfied
2010-201 I 9 4 3 Satisfied

2011-2012 10 4 4 Satisfied

Source: Annual Reports 2002-93 to 20 1 1- 12 - .

 8

6
' barddirectots
4 1 Meetlngs held

2 uuorurn

The above table 5.9 discloses the Risk Management Committee skngtfi,
meetings held md attendance of the Risk Management Committee d d m for the
board meetings. In all the meetings the Bank has satisfied the quorum. In the year
2602-03the bank had a bard with 7 members. At present the bank has 10. There is
gradual increase in the size of the board. But there was gradual decrease in board
meetings in the year 2002-03.It was 6 , now it is 4. And dso the bank fded to
prepare report of the committee on the corporate governance.

Tnb1e.5.10 :Andhrrm Bank SbarehoIdersl Investors Grievances Committee

"
Source: Annual Reports 2002-03 to 201 1-1 2

191 .
 b a r d directors
J Meetlngs held

m Camplalnts r@cehr&

The above table 5.10 reveals that the shareh01dersllnvestors

cumplaintslrequest. in the year 2002-03 the bank did not disclose the details of
number of directors and number of meetings. There were no complaints pending
from 2002- 2003, to 201 1-2012. In the period 2005-06, 2006-07, the bank had
received huge complaints w m p d to other years, i.e., 12648 and 12503,
respectively. But the bank had not given details of complaints A v e d and replied
to in the corporate governance report.

Andhra Bank Remuneration Committee

The Amdhra Bank constituted a remuneration committee on 2005, with the

initiatives of Ministry of Finance. The b a d had disclosed the details of
remuneration, how much amount was paid and to whom. It is observed that the bank
has be& conducting meeting yearly once only, with wmbinatien of nominated
directors. But the bank failed to disclose the details of attendance of board of
directors.

HDFC Bank
Historical backgrannd

The Housing Development Finmce Corporation Ltd W F C ) was among the

first to receive an 'in-principlehapproval from the Reserve Bank of India (RBI)to
set up a bank in the private sector as part of the RBI's liberalization of the Indian
Banking Industry in 1994. The bank was incuporated in August 1994 as 'HDFC
Bank Ltd.', and it commenced its operations as a scheduled commercial bank in
January 1995. The bank's aim is to build sound customer franchises across distine
businesses so as to be the preferred provider of banking services in the segments that
the bank opmates in and to achieve healthy growth in profitability, consistent with
the bank's risk appetite.

Philosophy of the bank

The HDFC Bank's business philosophy is based on four core values:
> Operational Excellence
> Customer Focus
P Product Leadership and
P People. ( Indian Business Year Book 2005)

Vision
HDFC Bank's vision is to be a customer-driven, best managed enterprise that
enjoys market leadership in providing housing related finance.

Mission
HDFC Bank's mission is to be a World-Class Indian Bank. The objective is
to build sound customer franchises across distinct businesses so as to be the
preferred provider of banking services for target retail and wholesale customer
segments, and to achieve healthy growth in profitability, consistent with the bank's
risk appetite. The bank is committed to maintain the highest level of ethical
standards, professional integrity, corporate governance and regulatory compliance.

Branch Network
HDFC Bank is headquartered in Murnbai. The bank at present has an
enviable network of 2,620 branches spread in 1,454 cities across India. All branches
are linked on an online real-time.basis. Customers in over 500 locations are also
serviced through telephone banlung. The bank's expansion plans aim at having a
presence in all major industrial and commercial centers where its corporate
customers are located as well as building a strong retail customer base for both
deposits and loan products. Being a clearinglsettlement bank to various leading
stock exchanges, the bank has branches in the centers where the NSE/BSE has a
strong and active member base. The bank also .has 10,316 networked ATMs across
these cities.
Financial services

The HDFC Bank's business philosophy is based on four core values:

Operational Excellence, Customer Focus, Product Leadership and People. But like
much of Indian industry, the HDFC's financial'services industry also is working
with one hand tied behind its back. In spite of successive Finance Ministers being at
the vanguard of reform, the truth is that the bank's financial services sector is
heavily "protected" by the RBI and the government. The bulk of the banking sector
is still in the government's hands and a debt market m a y in government securities.
It is this "protection" by the Reserve Bank and government that will shape the future
of India's private sector banks and financial institutions.

With different arms of the government regulating the different businesses,

HDFC has to function as a housing finance company (NHB), as a life insurer
(IRDA),as an asset manager (SEBI)and as a bank (RBI),and the management has to
satis@ the varying requirements of each of the regulators, including their
requirements as to the capital structure. The management's options are, thus,
severely constricted. (Business India, 2005)

Promoters

HDFC is India's premier housing finance company and enjoys an impeccable

track record in India as well as in international markets. Since its inception in 1977,
the Corporation has maintained a consistent and healthy growth in its operations to
remain the market leader in mortgages. Its outstanding loan portfolio covers well
over a million dwelling units. HDFC has developed significant expertise in retail
mortgage loans to different market segments and also has a large corporate client
base for its housing related credit facilities. With its experience in the financial
markets, a strong market reputation, large shareholder base and unique consumer
franchise, HDFC was ideally positioned to promote a bank in the Indian economic
environment.

Technology

HDFC Bank operates in a highly automated environment in terms of

information technology and communication systems. All the bank's branches have
online connectivity, which enables the bank to offer speedy funds and transfer
facilities to its customers. Multi-branch access is also provided to retail .customers
through the branch network and Automated Teller Machines (ATMs). ATM
network can be accessed by all domestic and international Visa/MasterCard, Visa
ElectronfMaestro, PlusICirms and American Express CreditlCharge cardholders.

The bank has made substantial efforts and investments in acquiring the best
technology available internationally, to build the infrastructure for a world class
bank. The bank's business is supported by scalable and robust systems which ensure
that clients always get the finest services the bank offers. The bank has prioritized its
engagement in technology and the internet as one of its key goals and has already
made significant progress in web-enabling its core businesses. In each of its
businesses, the bank has succeeded in leveraging its market position, expertise and
technology to create a competitive advantage and build market share. (Annual
Report of HDFC Bank, 201 1)

Corporate Governance practices by HDFC Bank

The Bank believes in adopting and adhering to the best recognised corporate
governance practices and continuously benchmarking itself against each such
practice. The Bank understands and respects its fiduciary role and responsibility to
shareholders and strives hard to meet their expectations. The Bank believes that best
board practices, transparent disclosures and shareholder empowerment are necessary
for creating shareholder value.

The Bank has infused the philosophy of corporate governance into all its
activities. The philosophy on corporate governance is an important tool for
shareholder protection and maximization of their long term values. The cardinal
principles such as independence, accountability, responsibility, transparency, fair
and timely disclosures, credibility, etc. serve as the means for implementing the
philosophy of corporate governance in letter and spirit.

This Code of Ethics / Conduct intends to ensure adherence to the highest

business and ethical standards while conducting the business of the Bank and
compliance with the legal and regulatory requirements, including compliance of
Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and regulations framed
there under by the Securities and Exchange Commission of USA and other statutory
 iuthorities in India and USA. Tht e ethical business
sranoaros very highly and intends sdheknce thereto in eveqI segment of it
business.

Table. 5.11 :h a d Strength and She of the HDFC Bank

Source: Annual Reports 2002-03 to 201 1-12

12

10

8
r Total
6
r Executive
4

2 - r No* Executive!
Independent
0

The table 5.1 1 provides the board strength and size of the HDFC Bank. It
reveals that, in the year 2002-03 the bank had a total number of 9 directors. Of these
independent directors are 55%. Gradually the board size has been increased up to 11
as the bank operations spread across the world. And in the year 2003-04 the ban'
had not disclosed about non executive d i d o n on the board. During the nmol

1Qk .
 b, had 9 dimtom on the board. If the bank
the bank
~ndependent chairman, the number of iridependmt directom shouId be ~3 u
approximately 33%. But the percentage of independent directors in HDEC is 45%. 1
is observd that the HDFC bank has a non execukve chairman on the board.

Table 5.12 :Board Strength, Meeting and Attendance of XXX)M= Bank

' 2008-2009 . 9 7 4 Satisfied

-
6
7
201 1-2012 11 6 4 Satisfied
Source: Annual Reports 2002-03to 2011-12

12

10

6 1Board directors

4 Meetingsheld
r Quorum
Z

----

The above table 5.12 presents about the board strength, meetings held and
attendance of the b o d of directors for the board meetings. In dl the meetings the
company had satisfied the quorum. In the y& of 2002-03 the bank board had met
times. Out of 9 directors 3 directors artended 7 meetings. In these n
attended only 1 meeting and 3 attended 2 meetings only. In the year of 2010-1 1 thl
bank not disclosed the attendance charter.

Table. 5.13 :Audit Committee Size 'and Attendance of the

committee Meetings of HDFC Bank

2008-2009 5 9 2 Satisfied
2009-2010 5 8 2 Satisfied
201 0-201 1 5 7 2 Satisfied
- -- -
2011-2012 6 7 2 Satisfied

Source: Annual Reports 2002-03 to 2011- 12

10
9
8
7
6
5 Ib a r d dtrectars
4
r Meetlng5 held
3
2 R Quorum
1
0

"- .- -
The above table 5.13 discloses the Audit Committee strength, meetings held
and attendance of board meeting by the Audit Committee of directors. In all the
meetings the Bank has satisfied the quonun. In the year 2002-03 the bank had no
disclosed about audit committee charter. In-theyear 201 1-1 2 specifically the bad
disclosed audit c that the bank had clearly disclosed
committee dwisions, W l m ~UIC bank haa aone in the meetings, and regardin;
changing the policies, md recommendations.

Table. 5.14 :Risk Management Committee S~Z;md Atfendance of HDFC Ban1

2009-2010 4 6 2 Satisfied
2010-201 1 3 5 2 Satisfied
2011-2012 3 4 2 Satisfied
Source: Annual Reports 2002-03 to 201 1-1 2

4
I
3 u Bmrd directon
m Meetings held
2
IQuorum
1

The table 5.14 disclosa the Audit Committee strength, meetings held and
attendance of board meetings by the Audit C&mittee of directors. In a11 the
meetings the Bank has satisfied the quorum. It is observed that the bank had did not
disclosed the Risk committee charter, and in the year 2002-03 the risk committee
had 5 directors on the board, but in the year 2011-12,the directors in the board wer
3. It is found that there is gradual decrease in,tk board size.
 'abIe.5.15 :Shareboldend Investors Griwance C
Attendance of the KDFC Bank

ending

Source: Annual Reports 2002-03to 20 11- 12

1800
1500
1400
1200
1000 Board directors
800 r Meetings held
600 m Complaints received
400
m Pending
200
0

The table 5.15 reveals the shareholdedinvestors' grievance committee size

and meetings held. In the year 2002-03the committee had 2 directors. At present the
wmittee has 4 directors on the board. There is gradud inkease in the board size.
In the year 2002-03 the bank had received 147 complaints. Out of the 147, the
committee had solved 121 complaints, and 26 complaints were pending. Between
the years 2006-07to 2011-12 lots of changes have taken place in terms of cammidee
.meetings and attendance of board of directon. The bank did not publish repod c
sh8feholderslinvwtoss' grievance committeein the corporate governance renort
HDFC Bank Remuneration Committee

The HDFC bank is disclosing the details of remuneration committee. In the

year 2002-03 the bank had not disclosed about composition of the board. In the year
2003-04 the remuneration committee consisted of independent directors in the
board. During this period 2005-12 except the chairman all others on the board were
independent directors.

ICICI Bank

Historical Background

ICICI Bank was promoted in 1994 by ICICI Limited, an Indian financial

institution, and a wholly-owned subsidiary. ICICI's shareholding in ICICI bank was
reduced to 46 per cent through a public offering of shares in India in the fiscal year
1998. An equity offering in the form of American Depositary Receipts (ADRs) was
listed on the NY SE (New York Stock Exchange) in the fiscal year 2000. ICICI Bank
acquired the Bank of Madura Limited in an all-stock amalgamation in the fiscal year
2001, and secondary market sales by ICICI to institutional investors took place in
the fiscal year 2001 and fiscal year 2002. ICICI was formed in 1955 at the initiative
of the World Bank, the Government of India and representatives of Indian industry.
The principal objective was to create a development financial institution for
providing medium-term and long-term project financing to Indian businesses.

h the 1990s, ICICI transformed its business from a development financial

institution offering only project finance to a diversified financial services group
offering a wide variety of products and services, both directly and through a number
of subsidiaries and affiliates like ICICI Bank. In 1999, ICICI became the first Indian
company and the first bank or financial institution from non-Japan Asia to be listed
on the NYSE.

Vision

To be the leading provider of financial services in India and a major

global bank
Mission

The lcvaaga people, technology,.speed and financial capital to;

k Be the banker of first choice for customers by delivering high quality, world
class products and services.

k Expand the frontiers of business globally.

P Play a proactive role in the 111realization of India's potential.

P Maintain a healthy financial profile and diversify earnings across business and
geographies.

> Maintain high standards of governance and ethics.

> Contribute positively to the various countries and markets in which the bank
operates.

> Create value for Bank's stakeholders.

Merger of ICICI with ICICI Bank

The ICICI Bank and the ICICI, group companies, were operating as a
"virtual universal bank", and offering a wide range of financial products and
services. With the merger of the ICICI and two of its subsidiaries with the ICICI
Bank, two organizations have been combined with complementary strengths and
products and similar processes and operating architecture. The merger has combined
the large capital base of the ICICI with the strong deposit raising capability of the
ICICI Bank, giving the ICICI Bank improved ability to increase its market share in
banking fees and commissions, while lowering the overall cost of funding through
access to lower-cost retail deposits. The ICICI bank would now be able to fully
leverage the strong corporate relationship that ICICI has built up, searnlessly
providing the whole range of financial products and services to corporate clients.

The merger has also resulted in the integration of the retail finance
operations of the ICICI, and its two merging subsidiaries, and the ICICI bank into
one entity, creating an optimal structure for retail business and allowing the full
range of asset and liability products to be offer& to all retail customers.
operational decisions of ICICI Bank

Operational d ~ i s i o n sof the ICICI Bank are designed to support business

goals, and are flexible while at the same time, ensuring effective control and
sugsvision and consistency in standards across business groups. It is divided into
five principal groups-Retail Banking, Wholesale Banking Project Finance &
Special Assets Management, International Business and Corporate Centre. The
Retail Banking Group comprises the IClCI Bank's retail assets business including
various retail credit products, retail liabilities (including ICICI own deposit accounts
as well as distribution of third-party liability products) and rural micro banking. The
Wholesale Banking Group comprises the ICICI Bank's corporate banking business
including credit products and banking services, with separate dedicated groups for
large corporate, Government and public sector entities and emerging corporate
giants. Treasury, Structured finance and credit portfolio management also form part
of this group.

ICICI Bank Network

ICICI bank is India's second-largest bank with total assets of Rs. 4,736.47
billion as on 3 1, 2012 and profit after tax of Rs. 64.65 billion for the year ended
March 3 1, 2012. The bank has a network of 2,774 branches and 10,021 ATMs in
India, and has a presence in 19 countries, including India. The bank currently has
subsidiaries in the United Kingdom, Russia and Canada, branches in United States,
Singapore, Bahrain, Hong Kong, Sri Lanka, Qatar and Dubai International Finance
Centre and representative offices in United Arab Emirates, China, South Africa,
Bangladesh, Thailand, Malaysia and Indonesia. UK subsidiary has established
branches in Belgium and Germany.ICICI Bank offers a wide range of banking
products and financial services to corporate and retail customers through a variety of
delivery channels and through its specialised subsidiaries in the areas of investment
banking, life and non-life insurance, venture capital and asset management. (Annual
Report of ICICI Bank Ltd. 201 1)

Corporate Governance practices in ICICI Bank

ICICI Bank's corporate governance encompasses not only regulatory and

legal requirements, such as the terms of listing agreements with stock exchanges, but
also several voluntary practices aimed at a hi& level of business ethics, effective
supervision and enhancement of value for all stakeholders.
 'I'he mrpOrat@ BOVrrnance framework adopted by the BanL already
encompasses a significant portion of tlie recommendations contained in the
'Corporate Governance Voluntary Guidelines 2009' issued by the Ministry of
Corporate Affairs, Government of India.

WhZsrlc Blower Policy

ICICI Bank has formulated a Whsstle Blower Policy. In terms of this policy,
employees of ICICI Bank and its subsidiaries are free to raise issues, if any, on
breach of any law, statute or regulation by the Bank and on the accounting policies
and procedures adopted for any area or item and report them to the Audit Committee
through specified channels. This mechanism has been communicated and posted on
the Bank's intranet.

ICICI Bank Code of Conductfor Prevention of Insider Trading

In accordance with the requirements of the Securities and Exchange Board of

India (SEBI) (Prohibition of insider Trading) Regulations, 1992, ICICI Bank has
instituted a comprehensive wde of wnduct for prevention of insider trading.

Group Code of Business Conduct and Ethics

The Board of Directors has approved a Group Code of Business Conduct and
Ethics for Directors and employees of the ICICI Group. The Code aims at ensuring
consistent standards of conduct and ethical business practices across the constituents
of the ICICI Group. This Code is also available on the website of the Bank
(www.icicibank.com). Pursuant to Clause 49 of the Listing Agreement, a
confirmation fiom the Managing Director & CEO regarding compliance with the
Code by all the Directors and &or management is given on page 34 of the
Annual Report.

In terms of Clause 49 of the Listing Agreement, the certification by the

Managing Director & CEO and Executive Director & CFO on the financial
statements and internal controls relating to finaricial reporting has been obtained.
 Table.5.16 :Board Strength and Size of the ICICI Bank .

Source: Annual Reports 2002-03 to 201P - 12

The table 5.16 of board strength and size of the ICICI reveals that in 2002-03
the bank had b o d size of 19 members, at present the bank has 12 directors in the
board. Gradually the size of the board has been demased. The board of directors
from 2002-03 to 2004-05, the ICICI bank'does not disclose the information about
strength of independent directors, But in the years of 2005 to 2012, the bank
disclosed the strength of independent directors. And also from 2002 to 2012 the SBI
had not disclosed any information relating to non executive directors on the Board.
It is observed that from 2005-06 the TCICI maintained 70% independent directors,
but in the year 201 1-2012 the bank gradually decreased the independent dimtors tn
58% on the board. And also the ICICI had furnished all the infomation abt
directors.
 I 5.17 ,:XCICJ Board meetings and Dhed

Source: Annud Reports 2002-03 to 2011-12

20
18
16
14
12
10
8 r Board directots
6 Meetings held
4
2 IQuorum
0

$ 8 8 8 4 8 8 0Q %% +%0
3 Z Z Zg,$85q3@%y?.
%s %s Zs 2e 50. %s n
2 ' 3 ' p r Y
% e500 7Q, L$Q$

The table5.17 presents the information related to board meetings size, and
attendance of the board of directors. In the year 2002-03 the bank had met 9 tirn~s.
Out of the 19 directors 5 attended 9 meetings well another 5 attended 7 meetings. 3
attended 8 meetings, 6 attended 2 meetings, and 2 diredon attended 4,l meeting
respectively. The reasons for not attending the board meetings are fum
 report. i.em,due to the tmwe 01
DGLWGGII y-u
u~c ~vr13-04to2010-11 lots'of changes had taken place in me board
meeting and attendance of the directors. At present the bank had a m i
12 membms .In the year 2011- E 2 the bank b o d had met 6 times. Out of the 1;
dimtors 7 attended all meetings. It i s fwnd that B e absentees are nl
directors.

Table, 5.18 :Audit Committee Board of Directors Meetings and

Attendance ICICE Bank

Source: Annual Reports 2002-03 to 20 11- 12

Board dimtors
rn Meetings held
quorum
 lmmittee size and attendmce of the wrm
in table 5,18. The table explained that in the year of 2002-03 me om-- ----
directors in the board and the committee h d met 15 times, Out of 7 dire& m only '
dimtor had attended 15 meetings 3 attended 14 meetings, 2 directors attended. - - -1.
meetings and 1 attended 9 meetings. la the year 2002-03 the audit conmitts
consisted of 7 directors in the bard, but in the year of 2011-12 the banks b a r d ha1
4 directors. It is found that the ICICI bank audit cormnittee size decreased. And the
1CICI bank Audit '~Mnrnitteeis constituted as per RBI guidelines. The audit
committee is to meet at least 6 times a year.

Table.5.19 :IClCL Bank Risk NTbagement Committee

Soarce: Annual Reports 2002-03 to 2011-12

9
8
7
6
5
4 Board dlrecton
3 r Meetings held
2 rn Quorum
1
I D
 Risk Management committee size and attendance of the committee m d g s
are snom in the table 5.19. In the ye& 2002-03 the bank bas disclosed t b
combination of risk committee and audit committee, h the year 2009-10,tl~e bank':
risk management committee had met 7 times. O& of5 directors only 1 dir-tux L
urn
rn,

attended all meetings and 2 attended 6 meetings. One director attended SmeeEing
while another attended 2 meetings.

Table.530 : 1 ~ 1Bank
~ 1 Shareholders/ Ln~e~tors
Grievances Committee

Source: Annual Reports 2002-03to 2011-12 .

Board directors

r Complaints received

C , 6 1 % 4 0 % %
&& 8 8 00 OQ O"C+ 0%
2 - 5 2 2 1 . 2 . Z % l . 5
P' G; (d Y &' '09' $1:
.& o0 o o o
58 5 % 28 2 2 2 % %
00 00 +
.
 The tab1le 5.20 meals the shmholderslir littee size
.-lf--, I
mu rnrxunp odd. In the year 2002-03 ffiaboard had met 3 tfmes to handle 547
m p l a i n t d requests received from the share holders. But the bank had failed 1
resolve 28complaintsl requests. Between the yedm 2003 to 201 1 lots of changm ha
taken place to resolve the compIaints received fiom shareholders. In the year 2011
22 the company had met 4 timm to resolve the 64 complaintsl requests receive
fiom the shareholders. All the wmplaintsl requests had been resolved. 6 ~d
that the bank did not M s h the details of the querie received in the oorporate
govmmce report.

Table. 5.2 1 :XCICI Bank emi in err ti on Committee

Source: Annual Reports 2002-03to 2011-12

9
8
7
I

6 I

5
4 b a r d directors
3 Meetlngs held
2 Quorum
1
0

- - -
--
 The table 5.21 presents details of the remuneration committee size and
meetings held. In the year 2002-03 the' bank had met 5 times, with optimum
combination of independent directors. Except chairman all are independent
directors. In the year 2006-07, the committee h;td met 3 times. Out of 5 directom 3
directors attended 3 meetings, 1 attended for 1 meting, and 1 has not attended even a
single meeting. The reason had not been mentioned in the corporate governance
report. In the 201 1-12 the bank had met 5 times. Out of 4 directors 2 attended 5
meetings, lattended 3 meetings, 1 did not attend for even a single meeting. Quorum
had been satisfied in all the meetings. Formation of remuneration / compensation
committee in a listed company is a non-mandatory requirement of the Clause 49 of
the listing agreement. However, the company did set up a remuneration
/compensation committee following the conditions stipulated in the Listing
agreement.
 REFERENCES

Annual Report of State Bank of India, 201 1

Annual Report of Andhra Bank, 201 1

Annual Report of State Bank of India, 201 1

Annual Report of Andhra Bank, 201 1

Annual Report of HDFC Bank, 201 1

Annual Report of ICICI Bank Ltd. 201 1

Bho1e.L.M. "Financial institutions and Markets", Tata McGraw - Hill Publishing

Company Limited, New Delhi, 2005, P32.

Business India, September 26-October 9,2005, p. 1.

Indian Business Year Book 2005, Vikas Publishing House Pvt Ltd, New Delhi,
2005, p.111-24

Subba Rao, P. Principles and Practices of Bank Management, Himalaya

Publications, Bombay, 1988,

S.N.Maheswari, Banking and Financial Services, Kalyani Pulishm, 'Ludiana ,

2001, p.20.

Vasant Desai, "The Indian Financial System and Development", Himalaya

Publishing House, Mumbai, P95.