audit committee of the board of directors charter · 2019-05-29 · oxley act of 2002 and other...

AUDIT COMMITTEE OF THE BOARD OF

DIRECTORS—CHARTER

I. PURPOSE

The Audit Committee (“the Committee”) is established by and among the board of directors

for the primary purpose of assisting the board in:

Overseeing the integrity of the Bank’s financial statements

Overseeing the Bank's compliances with legal and regulatory requirements

Overseeing the independent auditor’s qualifications and independence

Overseeing the performance of the Bank’s independent auditor and internal audit and

compliance functions.

Overseeing the Bank’s systems of disclosure controls and procedures, internal controls over

financial reporting, and compliance with ethical standards adopted by the Bank.

Consistent with this function, the Committee should encourage continuous improvement of,

and should foster adherence to, the Bank’s policies, procedures, and practices at all levels.

The Committee should also provide for open communication among the independent auditor,

senior management, the internal auditing function, compliance function and the board of

directors.

The Committee shall have authority to obtain professional advice from external sources such

as legal, accounting, or other advisors / experts as deemed appropriate to perform its duties

and responsibilities.

The Bank will appropriately remunerate the independent auditors for their services, as

recommended by the Audit committee, make payments to any external advisors that the

Audit committee chooses to engage and also make payment towards ordinary administrative

expenses of the Committee that are necessary or appropriate in carrying out its duties.

The Committee will primarily fulfill its responsibilities assigned to as per the applicable laws,

rules, regulations and guidelines in United States of America, India, and that of any other

country that the Bank may be subjected to in the future and the home and host country

regulations where the bank has branches and representative offices, particularly by carrying

out the activities enumerated in Section III of this charter. The Committee will report

regularly to the board of directors regarding the execution of its duties and responsibilities.

The duties enumerated hereunder are in addition to the terms of reference and duties, which

have been specified in the Indian Companies Act and the Listing Agreement and other

applicable statutes, as may be modified from time to time.

II. COMPOSITION AND MEETINGS

The Committee will comprise three or more directors as determined by the Board. Each audit

Committee member will have no material relationship with the Bank (either directly or as a

partner or officer of an organization that has a relationship with the Bank), as affirmatively

determined by the board. All committee members, including its Chairman must be

independent, including being free of disallowed compensation agreements, under all other

applicable rules and regulations.

All members of the Committee must comply with all financial literacy requirements of the

securities exchange(s) on which the Bank is listed. Specifically, since the Bank is listed with

NYSE, the board will determine whether at least one member of the Committee qualifies as

an “audit committee financial expert” in compliance with the criteria established by the

Securities Exchange Commission (SEC). The existence of such a member, including his or

her name and whether or not he or she is independent, will be disclosed in periodic filings as

required by the SEC. Committee members are encouraged to enhance their familiarity with

finance and accounting by participating in educational programs, including those conducted

by the Bank or outside consultants.

The members of the Committee will be elected by the board at the annual organizational

meeting of the board to serve until their successors are elected. Unless a Chairperson is

elected by the full board, the members of the Committee may designate a chairperson by

majority vote. The Meeting of the Committee may be attended by the Head of Internal Audit,

Chief Compliance Officer and Head of Finance and whenever required, a representative of

the external auditor may be invited for the meeting.

Quorum of the meeting of the Committee shall be three members or as may be prescribed by

the applicable Indian and US laws and regulations from time to time.

The Committee will meet at least 6 times annually, or more frequently as circumstances

dictate. As part of its responsibility to foster open communication, the Committee will meet

periodically with management, the Group Head- Internal Audit, the Chief Compliance

Officer and the independent auditor in separate executive sessions. In addition, the

Committee will meet with the independent auditor and management to discuss the annual

audited financial statements and half - yearly financial statements, including the Bank’s

disclosures under “Management’s Discussion and Analysis of Financial Condition and

Results of Operations”.

III. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties, the audit committee will:

A. Documents/Reports/Accounting Information Review

1. Review this charter periodically, at least annually, and recommend to the Board of

Directors any necessary amendments.

2. Review and discuss with management and the independent auditor the Bank’s annual

financial statements, interim financial statements and all internal controls reports. Review

other relevant reports or financial information submitted by the Bank to any governmental

body or the public, including management certifications as required by the Sarbanes-

Oxley Act of 2002 and other applicable Indian statutes, rules and regulations and relevant

reports rendered by the independent auditor.

3. Review management’s report on internal control and independent auditors’ attestation on

management’s assertions which is also required under Sarbanes Oxley Act of 2002 and

Companies Act 2013

4. Discuss earnings press releases, including the type and presentation of information,

paying particular attention to adjustments which are not in line with US GAAP

requirements. Such discussions may be in general terms (i.e., discussion of the types of

information to be disclosed and the type of presentations to be made).

5. Discuss financial information and earnings guidance, if any, provided to analysts and

ratings agencies. Such discussions may be in general terms (i.e., discussion of the types of

information to be disclosed and the type of presentations to be made).

6. Review the regular internal reports to management (or summaries thereof) prepared by

the internal auditing department, as well as management’s response.

7. Review the inspection reports of specialized and extra large branches and all branches

with unsatisfactory ratings and also focus on follow up on inter-branch adjustment

accounts, unreconciled long outstanding entries in inter-bank accounts and nostro

accounts, arrears in balancing of books of various branches, frauds and all other major

areas of housekeeping.

8. Review all issues / concerns raised in the Supervisory / Inspection reports of Regulators,

Reports of Statutory Auditors and follow up action on the issues raised.

9. Review of Compliance Function of the Bank to ensure that an appropriate compliance

policy is in place to manage compliance risk and ensure that compliance issues are

resolved effectively and expeditiously by senior management with the assistance of

compliance staff.

B. Independent Auditor

10. Subject to the approval of shareholders of the Bank, where required, the Audit Committee

shall recommend appointment/ reappointment, compensation and oversee the work

performed by the independent auditor for the purpose of preparing or issuing an audit

report or related work. Review the performance of the independent auditor and subject to

the applicable laws in India, the Audit Committee shall be entitled to remove the

independent auditor if circumstances warrant. The independent auditor will report directly

to the audit Committee and the audit Committee will oversee the resolution of

disagreements between management and the independent auditor if they arise. Consider

whether the auditor’s performance of permissible nonaudit services is compatible with the

auditor’s independence. Discuss with the independent auditor the matters required to be

discussed under Statement on Auditing Standards (SAS) No. 61, as amended by SAS No.

84 and SAS No. 90.

11. Review with the independent auditor any problems or difficulties and management’s

response; review the independent auditor’s attestation and report on management’s

internal control report, from the time that such reports are prepared and hold timely

discussions with the independent auditor regarding the following:

All critical accounting policies and practices

All alternative treatments of financial information within generally accepted

accounting principles that have been discussed with management, ramifications of

the use of such alternative disclosures and treatments, and the treatment preferred

by the independent auditor

Other material written communications between the independent auditor and

management, including, but not limited to, the management letter and schedule of

unadjusted differences.

12.At least annually, obtain and review a report by the Independent Auditor describing:

The firm’s internal quality-control procedures

Any material issues raised by the most recent internal quality-control review or

peer review, or by any inquiry or investigation conducted by governmental or

professional authorities during the preceding five years with respect to

independent audits carried out by the firm, and any steps taken to deal with any

such issues

All relationships between the independent auditor and the Bank, addressing the

matters set forth in Independence Standards Board Standard No. 1. This report

should be used to evaluate the independent auditor’s qualifications, performance,

and independence. Further, the committee will review the experience and

qualifications of the lead partner and other senior members of the independent

audit team each year and determine that all partner rotation requirements, as

promulgated by applicable rules and regulations, are executed. The Committee

will also consider whether there should be rotation of the firm itself.

13. Actively engage in dialogue with the Independent Auditor with respect to any disclosed

relationships or services that may affect the independence and objectivity of the auditor

and take, or recommend that the full board take, appropriate actions to oversee the

independence of the outside auditor.

14. Review and pre-approve (pursuant to pre-approval policies and procedures) both audit

and non-audit services to be provided by the Independent Auditor. The authority to grant

pre-approvals may be delegated to one or more designated members of the Committee

whose decisions will be presented to the full Committee at its next regularly scheduled

meeting. Approval of non-audit services will be disclosed to investors in periodic reports

required by Section 13(a) of the Securities Exchange Act (US) of 1934.

15.Set clear hiring policies, compliance with governing laws and regulations, for employees

or former employees of the independent auditor.

C. Financial Reporting Processes, Accounting Policies, and Internal Control Structure

16. In consultation with the Independent Auditor and the internal auditor, review the integrity

of the organization’s financial reporting processes, both internal and external, and the

internal control structure including disclosure controls and procedures and internal control

over financial reporting.

17.Receive and review any disclosure from the Bank’s Managing Director or Group Head-

Finance made in connection with the certification of the Bank’s quarterly and annual

reports filed with the SEC of: a) all significant deficiencies and material weaknesses in

the design or operation of internal control over financial reporting which are reasonably

likely to adversely affect the Bank’s ability to record, process, summarize, and report

financial data; and b) any fraud, whether or not material, that involves management or

other employees who have a significant role in the Bank’s internal controls.

18. Review major issues regarding accounting principles and financial statement

presentations, including any significant changes in the Bank’s selection or application of

accounting principles; significant adjustments made in the financial statements arising out

of audit findings; major issues as to the adequacy of the Bank’s internal controls; and any

special audit steps adopted in light of material control deficiencies.

19.Review analyses prepared by management (and the independent auditor as noted in item 8

above) setting forth significant financial reporting issues and judgments made in

connection with the preparation of the financial statements, including analyses of the

effects of alternative GAAP methods on the financial statements.

20.Review the effect of regulatory and accounting initiatives, as well as off-balance-sheet

structures, on the financial statements of the Bank.

21.Review and approve all related-party transactions, defined as those transactions and also

specifically those required to be disclosed under Item 404 of Regulation S-K.

22.Establish procedures for the receipt, retention, and treatment of complaints regarding

accounting, internal accounting controls, or auditing matters.

23.Establish procedures for the confidential submission by Bank employees regarding

questionable accounting or auditing matters.

D. Powers:

The Audit Committee shall have following powers:

(a)Unrestricted access to the Bank's books and records;

(b)To seek information from any employee of the Bank including the management of the

Bank;

(c)To investigate any activity within its terms of reference;

(d)To obtain the advice of lawyers, accountants or other professionals / consultants and to

authorise the payment of fees / compensation etc. to such persons / firms / entities.

E. Internal Audit and Compliance

24. Review and advise on the selection and removal of the Group Head – Internal Audit and

Chief Compliance Officer.

25.Review activities, organizational structure, and qualifications of the internal audit function

26.Annually, review and recommend changes (if any) to the internal audit charter.

27.Periodically review with the head of internal audit any significant difficulties,

disagreements with management, or scope restrictions encountered in the course of the

function’s work.

28.Also, discuss with Internal Auditors any significant findings and follow up thereon .

29.Review findings of any internal investigations where there is suspected fraud or

irregularity or failure of internal control system of material nature.

30.Review the functioning of the whistle blower mechanism

F. Ethical Compliance, Legal Compliance, and Risk Management

31.Establish, review, and update periodically a code of business conduct and ethics and

determine whether management has established a system to enforce this code. Determine

whether the code is in compliance with all applicable rules and regulations.

32.Review management’s monitoring of the Bank’s compliance with its code of business

conduct and ethics, and determine whether management has the proper review system in

place such that the Bank’s financial statements, reports, and other financial information

disseminated to governmental organizations and the public satisfy legal requirements.

33.Review, with the Bank’s counsel, legal compliance matters, including corporate securities

trading policies.

34.Review, with the Bank’s counsel, any legal matter that could have a significant impact on

the Bank’s financial statements.

35.Discuss policies with respect to risk assessment and risk management, including

appropriate guidelines and policies to govern the process, as well as the Bank’s major

financial risk exposures and the steps management has undertaken to control them.

G. Other Responsibilities

36. Valuation of undertakings or assets of the Bank wherever necessary.

37. Review with the management statement of use/ application of funds raised through an

issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for

the purpose other than those stated in the offer document/ prospectus/ notice and the

report submitted by the monitoring agency monitoring the utilization of proceeds of

public or rights issue and making appropriate recommendations to the Board to take up

steps in this matter.

38. look into the reasons for substantial defaults in the payment to the depositors, debenture

holders, shareholders (in case of non-payment of declared dividends) and creditors;

39.approval of appointment of chief financial officer after assessing the qualifications,

experience and background, etc. of the candidate.

40.) Review the utilization of loans and/ or advances from/investment by the Bank in the

subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary,

whichever is lower including existing loans / advances / investments existing as on the

date of coming into force of this provision.]

41.Review with the independent auditor, the internal auditing department, and management

the extent to which changes or improvements in financial or accounting practices have

been implemented.

42.Prepare the report that the concerned regulatory bodies may require be included in the

Bank’s annual filing with the concerned regulatory bodies.

43.Conduct an annual performance assessment relative to the audit committee’s purpose,

duties, and responsibilities outlined herein.

44.Perform any other activities consistent with this charter, the Bank’s bye-laws, and

governing law, as the board deems necessary or appropriate.

CHARTER OF NOMINATION AND REMUNERATION COMMITTEE

Purpose:

The main purpose of the Nomination and Remuneration Committee of the Board of Directors shall be to assist the Board in identifying persons who are qualified to become directors and who may be appointed in senior management as per the criteria laid down, recommend to the Board their appointment and removal. The Committee shall also carry out evaluation of the performance of the Board.

The Committee shall also formulate, review and monitor Policy on Appointment of Directors which sets out the ‘fit and proper’ criteria and other standards based on which candidate(s) may be evaluated for appointment or re-appointment as Directors on the Board of the Bank.

The Committee shall also recommend to the Board, a policy relating to the remuneration for the directors, key managerial personnel, senior management and other employees.

Constitution:

The Committee shall be appointed by and will serve at the discretion of the Board. The Committee shall consist of minimum three (3) independent non-executive directors. The members of the Committee shall meet the “independence” requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and the listing standards of the New York Stock Exchange. The Independent Chairperson of the Board, may be appointed as the member of the Committee but shall not be appointed any time as the Chair of the Committee.

Meetings and Quorum:

The Committee shall meet at least four (4) times in a year. One third of the total strength or two members, whichever higher, including at least one independent director in attendance, shall form the quorum.

Role & Responsibilities:

Following are the Roles & Responsibilities of Nomination and Remuneration committee:

1. Formulate criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel, senior management and other employees;

2. Formulate criteria for evaluation of performance of individual directors including independent

directors, the Board of Directors and its Committees. The criteria for evaluation of performance of directors (including independent directors) include personal attributes such as attendance at meetings, communication skills, leadership skills and adaptability and professional attributes such as understanding of the Bank’s core business and strategic objectives, industry knowledge, independent judgment, adherence to the Bank’s Code of Conduct, Ethics and Values, etc. Further the NRC would also determine the fixed pay, variable pay and Employee Stock Options

for Wholetime Directors, Key Management Personnel and Senior Management directly reporting to the CEO.

3. To devise a policy on diversity of board of directors;

4. To identify persons who are qualified to become directors and who may be appointed in senior

management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal;

5. To decide on the extension or continuation of the term of appointment of the independent

director, on the basis of the report of performance evaluation of independent directors, to deliberate on the matters of succession planning of the executive directors, senior management.

6. To recommend to the board all remuneration, in whatever form, payable to senior

management

7. To review and discuss all documents pertaining to candidates and will conduct evaluation of candidates in accordance with a process that it sees fit and appropriate, passing on the recommendations for the nomination to the Board.

8. Scrutinizing the nominations of the directors with reference to their qualifications and experience, for identifying ‘Fit and Proper’ persons, assessing competency of the persons and reviewing compensation levels of the Bank’s employees vis-à-vis other banks and the banking industry in general, as per the criteria laid in the Policy for Appointment of Directors

9. Periodically review the compensation policy of the bank from a governance and risk perspective and suggest changes if any.

10. To administer the Bank’s Equity stock options (ESOP) schemes including grant of options to eligible employees under the different ESOP plans and prescribe terms and conditions applicable to such options, subject to provisions of respective ESOP plan and regulations.

11. To review annually, the Board's committee structure and composition and to make

recommendations to the Board regarding the appointment of directors to serve as members of each committee and committee chairpersons.

12. To carry out any other roles and responsibilities as is mandated by the Board from time to time and / or enforced by any statutory authority including any modification or amendment as may be applicable.

13. The Committee to review and reassess the adequacy of the Charter annually and recommend any proposed changes to the Board for approval.

CHARTER OF RISK POLICY AND MONITORING COMMITTEE (RPMC)

Purpose:

The Risk Policy & Monitoring Committee (RPMC) has been formed as per the guidelines of Reserve Bank of India on Asset Liability Management / Risk Management Systems. The RPMC is a Board level committee, which supports the Board by supervising the implementation of the risk strategy. It guides the development of policies, procedures and systems for managing risk. It ensures that these are adequate and appropriate to changing business conditions, the structure and needs of the Bank and the risk appetite of the Bank. The Committee also ensures that the Bank’s credit exposure to any one group or industry does not exceed the internally set limits and that the risk is prudentially diversified. It ensures that frameworks are established for assessing and managing various risks faced by the Bank, systems are developed to relate risk to the Bank‘s capital level and methods are in place for monitoring compliance with internal risk management policies and processes.

Constitution:

The Committee shall be appointed by and will serve at the discretion of the Board. The majority of members of Risk Management Committee shall consist of members of the board of directors. The Chairperson of the Committee shall be a member of the Board and senior executives of the listed entity may be members of the Committee.


The Committee shall meet at least four (4) times a year. One third of the total strength or two members present, whichever higher shall form the quorum at each meeting.

Roles and responsibilities:

1. To provide guidance in developing policies, procedures and systems for managing risk, and supervise in implementation of the risk strategy of the Bank.

2. Review and recommend for Board, approval of the risk policies or any other amendment

thereto in respect of credit risk, counterparty risk, market risk (including ALM & IRRBB),

operational risk, the Internal Capital Adequacy Assessment Process (ICAAP) and Stress Testing

Policy and Framework

3. To have an oversight on the BASEL implementation

4. To monitor adherence to various risk parameters and prudential limits for treasury operations and also to review risk monitoring system.

5. Review of the credit portfolio composition in terms of rating distribution, weighted average

rating and industry concentration

6. Review of impaired credits

7. To set concentration ceilings for each group / industry for ensuring Bank’s credit exposure to any one group or industry does not exceed the internally set limits which are set from time to time and that the risk is prudentially diversified

8. Review and recommend for approval dealing authorities / limits for treasury operations

9. Review the treasury portfolio and other specified reports that are required to be presented to the Board as per the Board approved Investment Policy

10. Review of the level, direction and outlook of various risks and the adequacy of capital, under the

Internal Capital Adequacy Assessment Process (ICAAP).

11. To have a right of access to any internal information necessary to fulfil its oversight role.

12. To have an authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

13. To review the cyber security framework in Bank


15. The Committee shall review and reassess the adequacy of this Charter annually and recommend

any proposed changes to the Board for approval.

CHARTER OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board has constituted a Stakeholder’s Relationship Committee (SRC) with the following charter:

Purpose:

The purpose of the Stakeholders Relationship Committee is to consider and resolve the grievances of the shareholders, debenture / bond holders and other security holders of the Bank and also to assist the Board and the Bank in overseeing the existing redressal mechanism in relation to stakeholders of the Bank.

Membership:

The Committee shall be appointed by and will serve at the discretion of the Board. The Committee shall consist of at least three (3) Directors as a member with at least one (1) being an independent director. The Chairperson of the Committee shall be a Non-Executive Director.


The stakeholders’ relationship committee shall meet at least once (1) in a year. One third of the total strength or two members present, whichever is higher, shall form the quorum for the meeting of the Committee.


1. To monitor and resolve in a timely manner, the grievances/complaints of Investors related to transfer / transmission of shares, non-receipt of annual reports, non-receipt of dividend, approve issue of duplicate share certificates and new certificates on split / consolidation / renewal, general meetings, etc.;

2. To consider requests and approve transfer/transmission, dematerialization, rematerialisation of securities in a timely manner

3. To review allotment of shares to the employees of the Bank on exercise of stock options granted under the various Employees Stock Option Schemes.

4. To oversee and review the performance of Registrar and Share Transfer Agents and recommend measures for improvements in the quality of investors services

5. To review of adherence to the service standards adopted by the Registrar & Share Transfer Agent

6. To review of measures taken for effective exercise of voting rights by shareholders.

7. To review various measures and initiatives taken by the listed entity for reducing the quantum

of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company

8. The Chairperson of the Stakeholders Relationship Committee shall be present at the annual general meetings to answer queries of the security holders.


10. The Committee to review and reassess the adequacy of the Charter annually and recommend any proposed changes to the Board for approval.

CHARTER OF CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Purpose:

The Corporate Social Responsibility Committee of the Board has been constituted to identify, execute and monitor CSR projects and assist the Board and the Bank in fulfilling its corporate social responsibility (“CSR”) and achieving the desired objectives. The Committee shall also ensure legal and regulatory compliance from a CSR viewpoint and reporting and communication to stakeholders on the Bank’s CSR initiatives.

Constitution:

The members of the CSR Committee shall be elected from the members of the Board. The Committee shall be appointed by and will serve at the discretion of the Board. The Committee shall consist of at least three (3) members with at least one (1) member being an independent director.




1. To formulate the Bank’s CSR strategy, policy and goals and revisions thereof, as may be required from time to time.

2. To identify the areas of CSR activities as prescribed in Schedule VII of the Companies Act, 2013 and recommend the amount of expenditure to be incurred on such CSR activities / projects within the Board approved budget plan.

3. To monitor the Bank’s CSR policy and performance, from time to time to ensure the banks meets the CSR compliance

4. To implement and review the CSR projects / initiatives from time to time 5. To ensure legal and regulatory compliance from a CSR viewpoint 6. To ensure reporting and communication to stakeholders on the Bank’s CSR 7. To ensure transparent monitoring mechanism for ensuring effective implementation of the

CSR activities / projects. 8. To ensure that the surplus, if any, arising out of the CSR projects or programs or activities do

not form part of the business profit of a company.


To review and reassess the adequacy of the Charter annually and recommend any proposed changes to the Board for approval.

CHARTER OF CUSTOMER SERVICE COMMITTEE

Purpose:

The main purpose to constituting the Customer Service Committee is to enable the bank to formulate policies and assess the compliance thereof internally with a view to strengthening the corporate governance structure in the banking system and also to bring about ongoing improvements in the quality of customer service provided by the bank.

Constitution:

The Committee shall be appointed by and will serve at the discretion of the Board. The Committee shall consist of at least four (4) members with at least one (1) member being an Independent Director.


The Committee shall meet at least four (4) times a year. One third of the total strength or two members, whichever higher shall form the quorum for the meeting.


Customer Service Committee of the Board shall perform the following roles &responsibilities: -

1. To review and monitor comprehensive deposit policy, setting out the rights of the depositors in general and small depositors in particular, and other aspects as laid down in the guidelines of RBI.

2. To have periodic interaction with the customer representatives invited at the Committee meeting and obtain feedback towards improvement in the quality of products and services rendered by the Bank.

3. To review activities of Standing Committee of Customer Service, in accordance with the guidelines laid down by RBI.

4. To review activities of Branch Level Customer Committee meetings, in accordance with the guidelines laid down by RBI.

5. To review the status of settlement of claims in regard to deceased depositors.

6. To monitor the quality of services rendered to the customers of the Bank.

7. To review & monitor the product approval processes.

8. To review & monitor Banking ombudsman awards passed by Banking Ombudsman relating to the Bank.

9. To review & monitor the steps and remedial actions taken by the bank to reduce the customer

complaints.

10. To review & monitor the service delivery channels.

11. To review & monitor the customer rights policy as mandated by Reserve Bank of India (RBI)

12. To formulate, review &monitor Comprehensive Policies for customer satisfaction and conduct annual survey of Customer Satisfaction.

13. To review the feedback obtained from the periodically Audit of Customer Services.

14. To carry out any other roles and responsibilities as is mandated by the Board from time to time and / or enforced or directed by any statutory authority including any modification, or amendment as may be applicable.

15. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. Besides, the Committee could also examine any other issues having a bearing on the quality of customer service rendered.

CHARTER OF FRAUD MONITORING COMMITTEE

Purpose: Pursuant to the Master Directions of the Reserve Bank of India(RBI), the Bank has constituted a (Special Committee) Fraud Monitoring Committee, exclusively dedicated to monitor and review all the frauds involving amounts of Rs. 1 crore and above.

The objectives of this Committee are the effective detection of frauds and immediate reporting of the frauds and actions taken against the perpetrators of frauds to the concerned regulatory and enforcement agencies.

Constitution: The Committee shall be appointed by and will serve at the discretion of the Board. The Committee shall consist of at least five (5)members.

The members of the committee shall comprise of Managing Director of the Bank, two (2) members from Audit Committee of the Board and any other two (2) Independent Directors.

Meetings and Quorum: The periodicity of the meetings of the committee may be decided according to the cases involved. However, the committee should meet and review as and when a fraud involving amounting of Rs. 1 crore and above comes to light. One third of the total strength of two members, whichever higher, shall for the quorum for each meeting.

Roles and Responsibilities:

The role and responsibilities of the Committee would be to monitor and review all the frauds of Rs 1 crore and above so as to;

1. To identify the systemic lacunae, if any, that facilitated perpetration of the fraud and put in place measures to plug the same;

2. To identify the reasons for delay in detection, if any, reporting to top management of the Bank and Reserve Bank of India;

3. To monitor progress of CBI / Police Investigation, and recovery position and;

4. To 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.

5. To review the efficacy of the remedial action taken to prevent recurrence of frauds, such as strengthening of internal controls;

6. To put in place other measures as may be considered relevant to strengthen preventive measures against commission of frauds;

7. To monitor and review Red Flag Accounts as and when they are classified as per the guidelines prescribed by the RBI;

8. To monitor the progress of mitigating steps taken by the Bank in case of electronic frauds and the efficacy of the same in containing fraud numbers and values;

9. To carry out any other roles and responsibilities as is mandated by the Board from time to time and / or enforced by any statutory authority including any modification or amendment as may be applicable;

10. To review and reassess the adequacy of the Charter annually and recommend any proposed changes to the Board for approval.

CHARTER OF CREDIT APPROVAL COMMITTEE

Purpose:

The purpose of the Credit Approval Committee of the Board of Directors shall be to evaluate & approve credit exposure limits, including individual or group borrowings, in adherence to the Board approved Credit Policies and Procedures Manual, as amended from time to time.

Membership:

The Committee shall be appointed by and will serve at the discretion of the Board.

The Committee shall consist of at least three (3) members with at least one (1) member being an independent director.


The Committee shall meet at least four (4) times a year. One third of the total strength or two members present, whichever higher, shall form the quorum for each meeting.


Credit approval committee shall perform the following roles and responsibility:

1) To evaluate and approve credit proposals within the threshold limits, in accordance with the Board approved Credit Policies and Procedures Manual, as amended from time to time.

2) To have an oversight of the credit and lending strategies 3) To have an oversight of the credit risk management of the Bank, including reviewing internal

credit policies and establishing portfolio 4) To review the quality and performance of the Bank’s credit portfolio

5) To review the credit decisions of the Credit Approvers, if needed

6) To carry out any other roles and responsibilities as is mandated by the Board from time to time and / or enforced by any statutory authority including any modification or amendment as may be applicable

To review and reassess the adequacy of the charter annually and recommend any proposed changes to the Board for approval

CHARTER OF PREMISES COMMITTEE

Purpose:

The main purpose of the Premises Committee is to approve the purchases, leasing and construction of any property / space for the use of Bank’s branches, back offices, ATMs, currency chest, residential training centres and residence of eligible bank employees and for such other uses incidental to the aforesaid purposes and also includes divestment of any ungainfully utilised property as may be ascertained from time to time, in accordance with the guidelines laid down by the Board.

Constitution: The Committee shall be appointed by and will serve at the discretion of the Board. The Committee shall consist of at least three (3) members with at least one (1) member being an Independent Director.


The Committee shall meet at least four (4) times a year. One third of the total strength of two members, whichever higher, shall for the quorum for each meeting.

Roles and Responsibilities:

Premises Committee of the Board shall perform the following roles & responsibilities: 1. To approve the acquisition and / or leasing / leave & license including renewal of lease and leave &

license, of any property / premises/ building/ commercial & residential plot, as proposed by the Central Infrastructure Team of the Bank, for the purpose of setting up of Branch / Back Office / ATM / Currency Chest / Residential Training Centre/ Storage Godown, as per the terms and conditions stipulated in accordance with the guidelines prescribed by the Board.

2. To approve the acquisition of residential premises for the eligible employees of the Bank on lease /

leave and license basis/outright purchase as per the terms and conditions stipulated in accordance with the guidelines prescribed by the Board.

3. To approve any other acquisition of property / space, which is proposed by the Central

Infrastructure Team of the Bank, as per the terms and conditions stipulated in accordance with the guidelines prescribed by the Board.

4. To approve the construction of office building, residential tower etc. on Bank’s land (freehold /

leasehold)

5. To approve the divestment of Bank owned properties / land parcel not gainfully utilised


7. To delegate to one or more executive officers of the Bank such duties or powers as it may deem

advisable; provided that no delegation shall be permitted under the Charter that is prohibited by applicable laws.

8. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

CHARTER OF DIGITAL TRANSACTIONS MONITORING COMMITTEE

Purpose:

The Digital Transactions Monitoring Committee of the Board has been constituted to monitor the progress of achievement in digital transactions in line with the Bank’s strategy and action plans.

Constitution:

The members of the Committee shall be elected from the members of the Board. The Committee shall be appointed by and will serve at the discretion of the Board. The Committee shall consist of at least three (3) members with at least one (1) member being an independent director.




1. To frame the Bank-level strategy and action plans for achieving the target of digital transactions in an organized manner, as may be set by the Government, regulatory authorities, IBA, etc. from time to time

2. To monitor the progress of achievement in digital transactions in line with the Bank’s

strategy and action plans.

3. To review and explore new opportunities for increasing the digital transactions of the Bank from time to time and give the necessary directions in implementing and improving high level of digitalization in Bank.


5. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.