1. BANK'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
Our Corporate Governance policies recognize the accountability of the Board and the importance of its decisions to all our constituents including depositors, lenders, customers, employees and the regulatory authorities, and to demonstrate that the shareholders are the ultimate beneficiaries of our economic activities. The functions of the Board and the executive management are well defined and are distinct from one another. Oriental Bank of Commerce has always voluntarily made efforts to implement sound governance practices. Oriental Bank of Commerce has set up various Committees of the Board which meet at regular intervals and monitor the activities of the Bank, which are being carried out on a daily basis by the Executives of the Bank and ensure that the Bank implements the decisions taken at the meetings of the Board of Directors/Sub-Committee of Board of Directors.
2. BOARD OF DIRECTORS
The composition of Board of Directors is governed by the provisions of Banking Regulation Act, 1949, Banking Companies (Acquisition and Transfer of Undertakings) Act, 1980 and Nationalized Banks (Management and Miscellaneous Provisions) Scheme 1980 as amended from time to time.
Presently, the Board comprises Managing Director & Chief Executive Officer and Executive Director as whole time Directors appointed by the Government of India besides other Directors.
The other members of the Board include Representative of Government of India, Representative of Reserve Bank of India, Directors nominated by the Government of India to represent the interests of workmen and non-workmen and Part time Non official Directors as well as Directors elected by the shareholders - otherthan the Central Government.
5. PROFILE OF THE DIRECTORS
The profile of the Directors who were appointed on the Board of the Bank and assumed office during the Financial Year 2015-16 is furnished hereunder:
1) Sh. Rajkiran Rai G, Executive Director, assumed charge on 22nd January 2016. He is a graduate in Science and a certified member of Indian Institute of Bankers. He has around three decades of rich Banking experience. He started his career in 1986 as an Agricultural Finance Officer in Central Bank of India. He has wide experience of heading various Branches (including Corporate Finance Branch), heading Regions and Zonal Offices. He has visited Europe as part of the training conducted by IMI, Delhi. On his elevation as General Manager 18-06-2012 he was given the responsibility of heading Human Resource Development Department of the Bank.
2) Sh. Arunish Chawla, Government of India Nominee Director assumed charge on 15th June 2015. He has done his M.Sc. and Ph.D. in Economics from London School of Economics. He is presently Joint Secretary, Department of Expenditure, Ministry of Finance, Government of India.
Smt. Mala Srivastava, Part Time Non Official Director, has been nominated by Central Government vide notification No F.No. 6/23/2015 BO-I dated 25th April 2016. She holds BA (Hons) degree from Patna University and Masters in Social Science from University of Birmingham, U.K. She is a retired government officer with more than 10 years experience at Joint Secretary level and above, having been appointed to the Joint Secretary level (SAG grade) on 02.11.2002 and having superannuated from Indian Revenue Service (Customs & Central Excise) as Member (CBEC) & Special Secretary to the Govt, of India on 30.11.2014
6. BOARD MEETINGS
During the year 2015-16,11 Board Meetings were held on: April 25, 2015; May 14, 2015; June 25, 2015; July 30, 2015; August 22, 2015; September 28, 2015; November 02, 2015; November 30, 2015; December 28, 2015; February 11, 2016 and March 28,2016.
The details of the attendance of the Directors in the Board Meetings along with number of meetings held during their tenure is given in the Report.
7. COMMITTEE OF DIRECTORS / EXECUTIVES
Various Committees of Directors have been constituted in terms of Reserve Bank of India, Government of India directives and listing provisions in order to ensure quicken decision making, proper monitoring and follow-up of the various activities falling within their terms of reference. The important Committees of the Board/Senior Executives are as under:
7.1 MANAGEMENT COMMITTEE OF THE BOARD
Pursuant to the directives of the Ministry of Finance, Government of India, the Management Committee of the Board is constituted by the Board of Directors in adherence to Clause 13 of the Nationalized Banks (Management and Miscellaneous Provisions) Scheme, 1980 for considering various business matters namely sanctioning of credit proposals, loan compromise/write-off proposals, approval of capital and revenue expenditure, acquisition of premises, investments, donations etc. The Committee presently consists of Managing Director & CEO, Executive Director, RBI Nominee Director, Sh S Ganesh Kumar and three Non Executive Directors, Sh Desh Deepak Khetrapal, Sh. Dinesh Kumar Agrawal and Sh. Narendra J Kotiawala on rotation basis for every six months. In all, 17 meetings of the Management Committee of Board were held during the year. The details of the attendance of the Directors in the meetings of Management Committee of Board along with number of meetings held during their tenure are given elsewhere in the Report.
7.2 AUDIT COMMITTEE OF BOARD
The Audit Committee of Board has been constituted by the Bank as per the guidelines of the Reserve Bank of India, comprising of the following members:
The meetings of the Committee are chaired by the Non Executive Director, Sh. Ashok Kumar Sharma. The Committee met nine times during the year 2015-16. The Company Secretary is the Secretary to the Audit Committee of the Board in terms of Regulation 18ofSEBI Listing Regulations, 2015.
The main functions of the Audit Committee of Board interalia include:-
1. The Audit Committee of Board provides directions, and also oversees the operations of the total audit functions of the Bank, which include organization, operationalisation and quality control of the internal audit and inspection system and follow up of the statutory/external audit of the Bank and Annual Financial Inspection/Risk based Supervision by Reserve Bank of India.
2. The Committee reviews internal inspection reports/audit functions, follow-up of all issues raised in the Long Form Audit Report (LFAR) and interacts with external auditors in respect of the LFAR.
3. The Committee also reviews the compliance of accounting standards, reporting process, disclosure of financial information and compliance of other statutory requirements.
4. It reviews the Management Audit Reports of the Bank, Internal Inspection Reports and its compliance. It also reviews inspection reports of branches with unsatisfactory ratings, besides reviewing the position of housekeeping and inter-branch reconciliation.
5. It also focuses on un-reconciled long outstanding entries in inter-bank accounts, notional accounts and nostro accounts and any fraud perpetuated in the Bank.
6. The Audit Committee of Board reviews the quarterly, half-yearly and annual results of the Bank and gives its recommendations to the Board. If any qualification/ modified opinion is given by the Auditors in their report, it discusses the same with Central Statutory Auditors and report the same to the Board.
7.3 CREDIT APPROVAL COMMITTEE
Pursuant to the directives of the Ministry of Finance, Government of India, the Credit Approval Committee is constituted by the Board of Directors in adherence to Clause 13A of the Nationalized Banks (Management and Miscellaneous Provisions) Scheme, 1980. The Committee considers sanctioning of credit proposals upto Rs.250 crore for single borrower exposure and loan compromise/write-off proposals with sacrifice amount upto Rs.4 crore. The Committee presently consists of Managing Director & CEO, Executive Director, General Manager in-charge of the Large Corporate Credit, General Manager in-charge of the Mid Corporate Credit, General Manager in-charge of the Priority Sector Credit, General Manager in-charge of Accounts/CFO, General Manager in-charge of Risk Management, General Manager incharge of Credit Monitoring, General Manager in-charge of Recovery & Law and General Manager in-charge of Inspection & Control. In all, 37 meetings of the Credit Approval Committee were held during the year2015-16.
7.4 STAKEHOLDERS RELATIONSHIP COMMITTEE OF BOARD
The Bank has constituted this Committee pursuant to Regulation 20 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 with a view to look into the mechanism of redressal of grievances of shareholders, debenture holders and other security holders and to consider and resolve the grievances of the security holders including complaints related to transfer ofshares, non-receipt ofannual report and non receipt of declared dividends. The Committee at present consists of Non executive Director, Sh. Dinesh Kumar Agrawal, as the Chairman of the Committee and two other Non executive Directors, Sh. Ashok Kumar Sharma and Sh. Desh Deepak Khetrapal, apart from Executive Director as the member. The Committee met four times in the year and looked after the redressal of Investors complaints like non receipt of Annual Reports, Transfer of Shares, non receipt of dividend declared, revalidation of dividend warrants etc.
The Bank ensures that shareholder's complaints are disposed off in a time bound manner and the complaints which need investigation for final disposal are attended with immediate interim reply / information. During the year under review, Bank received 408 complaints out of which 01 complaint was pending in the last quarter, since redressed.
7.5 IT STRATEGY COMMITTEE OF BOARD
The Committee is constituted to review the implementation of IT projects of the Bank pursuant to RBI Working Group Information Security recommendations vide Circular No. RBI/2010-11/494 DBS.CO.ITC.BC.No.6/31.02.2008/ 2010-2-11 dated 29.04.2011. The Committee at present comprises of Managing Director & CEO, Executive Director alongwith Sh. Arunish Chawla, Sh. Desh Deepak Khetrapal, Sh. Narendra J Kotiawala and Sh. Ashok Kumar Sharma, Non Executive Directors of the Bank. The Committee is headed by Sh. Desh Deepak Khetrapal. During the year IT Strategy Committee met five times.
7.6 SUPERVISORY COMMITTEE OF DIRECTORS ON RISK MANAGEMENT
To oversee the annual review of the policies of Integrated Risk Management System, effectiveness of ALCO/CRMC/ORMC & other committees, Capital Planning, review of Risk Management function/Basel III implementation, the Bank has formed a Board level committee which presently comprises of Managing Director & CEO as Chairman, Executive Director alongwith Sh. Desh Deepak Khetrapal, Sh. Ashok Kumar Sharma and Sh. Narendra J Kotiawala, the Non Executive Directors of the Bank. The Committee metfourtimes during the m. year as per the prescribed frequency.
7.7 SPECIAL COMMITTEE OF BOARD OF LARGE
Special Committee of Board was constituted as per the Reserve Bank of India vide Circular dated 14.01.2004 for monitoring and following up/review of cases of frauds of Rs.1 crore & above. The Committee at present is headed by the Managing Director & CEO and consists of Executive Director alongwith Government of India Nominee Director, Sh. Arunish Chawla and three other Non-Executive Directors, Sh. Desh Deepak Khetrapal, Sh. Dinesh Kumar Agrawal and Sh. Ashok Kumar Sharma. The Committee met nine times during the year.
7.8 COMMITTEE OF BOARD ON CUSTOMER SERVICE IN BANK
The Committee was constituted to formulate policies and assess the compliance thereof internally with a view to strengthening the corporate governance structure in the banking system and bring about ongoing improvements in the quality of customer service. The Committee presently comprises of Managing Director & CEO, Executive Director alongwith Sh. Kingshuk Bhattacharya, Sh. Desh Deepak Khetrapal and Sh. Ashok Kumar Sharma, Non-Executive Directors of the Bank. During the year the Committee met four times, as perthe prescribed frequency.
7.9 REMUNERATION COMMITTEE OF BOARD
A Remuneration Committee was constituted to evaluate the performance-linked incentive of Whole time Directors as per the notification No. 20/1/2005-Bo.l dated 09.03.2007 from Ministry of Finance, Government of India, consisting of Govt, of India Nominee Director, RBI Nominee Director and two other Non-Executive Directors. At present the composition of Committee consists of Govt, of India Nominee Director, Sh. Arunish Chawla as its Chairman, RBI Nominee Director, Sh. S Ganesh Kumar and two other Non-Executive Directors, Sh. Dinesh Kumar Agrawal & Sh. Desh Deepak Khetrapal. The Committee, during the year, met once on 29.07.2015 to decide upon the performance-linked incentive of Whole Time Directors forthe Financial Year 2014-15.
7.10 NOMINATION COMMITTEE
"Nomination Committee" was constituted vide Reserve Bank of India notification DBOD.BC.No.46/29.39.001/2007-08 dated November 1, 2007 in exercise of powers conferred on it under sub-sections (3AA) and (3AB) of Section 9 of the Banking Companies (Acquisition & Transfer of Undertakings) Act, 1970/1980 for laying down/determining 'Fit & Proper' Criteria for existing elected directors/the person to be elected as a 110 director under Sec 9 (3)(i) of the Banking Companies (Acquisition and Transfer of Undertakings) Act 1970/80 on the Boards of Nationalized Banks. The Committee comprises of two Non-Executive Directors viz., Government of India Nominee Director, Sh. Arunish Chawla as its Chairman & RBI Nominee Director, Sh. S Ganesh Kumar. The Committee met to decide the fit and properstatus of existing elected Shareholder Directors.
7.11 ELECTION DISPUTES COMMITTEE
It is a Committee constituted in pursuance of Regulation 67 of Oriental Bank of Commerce (Shares & Meetings) Regulations 1998, for resolving of any doubt or dispute arising as to qualification or disqualification of a person deemed or declared to be elected or as to the validity of the election of a director. The Committee at present comprises of Managing Director and CEO, Government of India Nominee Director, Sh. Arunish Chawla and RBI Nominee Director, Sh. S Ganesh Kumar. During the year 2015-16, no meeting of the Election Disputes Committee was held.
7.12 HR COMMITTEE
Pursuant to the Department of Financial Services, Ministry of Finance, Government of India Gazette Notification No. F.NO.9/18/2009-IR dated 21st March 2012 relating to the constitution of the HR Committee of the Board in all Public Sector Banks, HR Committee has been constituted by the Board of Directors in the Board Meeting dated 27.03.2012 in order to review Industrial relations/HR Related Issues/Capacity Building and Succession Planning / Efficacy of Training Programmes / and implementation of regulatory guidelines. The Committee at present comprises of Managing Director and CEO, Executive Director alongwith Government of India Nominee Director, Sh. Arunish Chawla and Non-Executive Directors, Sh. Desh Deepak Khetrapal, Sh. Kingshuk Bhattacharya and Sh. Narendra J Kotiawala. During the year the Committee met four times, as per prescribed frequency.
7.13 PR&PUBLICITY COMMITTEE
The PR & Publicity Committee was constituted pursuant to directions of the Board in the meeting dated 30.04.2012. The Committee at present comprises of Managing Director and CEO, Executive Director and two Non-Executive Directors, Sh. Arunish Chawla and Sh. Ashok Kumar Sharma. The Committee formulates the Strategy Plan for improving the Public image of the Bank and focus on strong brand building exercise of the Bank. It also suggests various measures for improvement of visibility of the Bank across the country. During the year the Committee met four times, as per prescribed frequency.
7.14 COMMITTEE TO DECIDE CANDIDATURE OF SHAREHOLDER DIRECTORIN OTHERCOMPANIES
The 'Committee to decide candidature of the Shareholder Director in other companies' was constituted in terms of Circular No. 16/11/2012-BO-I dated 03.04.2012 from Ministry of Finance. Pursuant to the aforementioned circular, the Board approved constitution of this Committee in the meeting dated 30.04.2012. The Committee at present comprises of Managing Director and CEO, Executive Director, one Non-Executive Director, Sh. Ashok Kumar Sharma. The Committee decides on supporting the candidates, after careful consideration of qualification, experience, profile and background of the candidates in the Election of Shareholder Directors in other companies where Bank is the equity holder of the company and is required to participate in the election process. During Financial Year 2015-16, no meeting of this Committee was held.
7.15 SUB-COMMITTEE OF BOARD FOR MONITORING OFNPAs
The Sub-Committee of Board for monitoring of NPAs was constituted on 23.11.2012 pursuant to the Circular No.7/112/2012-BOA dated 21.11.2012 from Ministry of
Finance. The Committee at present comprises of Managing Director and CEO, Executive Director alongwith Government of India Nominee Director, Sh. Arunish Chawla, three Non- Executive Directors, Sh. Kingshuk Bhattacharya, Sh. Narendra J Kotiawala and Sh. Dinesh Kumar Agrawal. The General Manager (Recovery & Law) is the Member Secretary of the Committee. The Committee monitors the Non-Performing Assets and reviews the NPA position and progress of recovery.
7.16 CSR COMMITTEE
The CSR Committee of Board was constituted in the Board meeting dated 29.10.2014. The Committee at present comprises of Managing Director and CEO, Executive Director and two Non-Executive Directors other than the member Directors of PR & Publicity Committee, from the remaining eligible Board members viz., Sh. Desh Deepak Khetrapal and Sh. Dinesh Kumar Agrawal. The Committee was constituted for focusing/ reviewing the CSR activities being undertaken by the Bank. During the year 2015-16, four meetings were held of the Committee.
7.17 SHARE ISSUE AND ALLOTMENT COMMITTEE
This Committee has been constituted by the Board in the Meeting held on 18.07.2014 for deciding all matters in regard to issue and allotment of Equity Shares of the Bank. The Committee at present comprises of Managing Director and CEO, Executive Director and two Non-Executive Directors viz., Sh. Desh Deepak Khetrapal and Sh. Dinesh Kumar Agrawal.
During the year 2015-16, no meeting of the Share Issue and Allotment Committee was held. However, the issue and allotment of 2,15,48,758 equity shares at an issue price (including premium) of Rs.82.79 to Life Insurance Corporation of India on preferential basis was approved by the Committee through resolution passed by circulation on 30.03.2016.
7.18 DISCIPLINARY ACTIONCOMMITTEE
This Committee has been constituted pursuant to Government Guidelines dated 24.10.1990 to review the Disciplinary cases and departmental enquiries of the Bank. The Committee comprises of Managing Director and CEO, Executive Director, Government of India Nominee Director, Sh. Arunish Chawla and RBI Nominee Director, Sh. S Ganesh Kumar. During the year2015-16, five meetings of the Committee were held.
7.19 APPELLATE AND REVIEWING AUTHORITY COMMITTEE
This Committee has been constituted by the Board in its Meeting dated 30.04.2014 with amendments in the meeting dated 28.05.2014 for reviewing and considering appeals in disciplinary cases. The Committee at present comprises of Government of India Nominee Director, Sh. Arunish Chawla and RBI Nominee Director, Sh. S Ganesh Kumar and two other Non- Executive Directors viz., Sh. Dinesh Kumar Agrawal and Sh. Ashok Kumar Sharma. The Committee reviews the appeals in the Disciplinary cases. During the year 2015-16, one meeting of the Appellate and Reviewing Authority Committee was held.
7.20 REVIEW COMMITTEE OF THE BOARD ON NONCOOPERATIVE BORROWERS AND WILFUL DEFAULTERS
This Committee has been constituted pursuant to RBI Circulars dated 01.07.2014 and 22.12.2014. The Committee comprises of Managing Director and CEO and two Non-Executive Directors viz., Sh. Dinesh Kumar Agrawal and Sh. Ashok Kumar Sharma. The Committee reviews the declaration of defaulters as Non-cooperative borrowers and the decision of Screening Committee headed by Executive Director on classification of Borrowers as Wilful Defaulters. During the year 2015-16, two meetings of the Committee were held.
7.21 INVESTMENT COMMITTEE
It is Committee of Executives of the Bank headed by Managing Director & CEO, which meets daily to take a view on existing investments, fresh investments decisions with regard to SLR, Non-SLR Securities, G-Sec trading and other allied matters including funds position of the Bank.
7.22 SHARE TRANSFER COMMITTEE
The Share Transfer Committee comprising of three General Managers, one Dy. General Manager and one Chief Manager approves the transfer and transmission of shares, issue of duplicate share certificate, deletion of names, rematerialisation of shares etc. on weekly basis. The share transfers approved by the Share Transfer Committee are placed before the Board for information and Stakeholders' Relationship Committee of Board for ratification. 34 meetings of the Share Transfer Committee were held during April 1, 2015 to March 31, 2016. The Bank ensures that all the transfers are duly effected within a period of 15 days from the date of their lodgment.
8.1 EXTRAORDINARYGENERAL MEETING
During the year ended 31st March, 2016, an Extraordinary General Meeting of the Shareholders of the Bank was held on Tuesday, 29th March 2016, to transact the following business: To create, offer, issue and allot 2,15,48,758 equity shares of the Bank of face value of Rs.10/- (Rupees Ten only) each for cash at an Issue price (including premium) of Rs.82.79 (Rupees eighty two and paise seventy nine only) per equity share, as determined in accordance with SEBI ICDR Regulations aggregating upto Rs.178,40,21,674.82 (Rupees One hundred seventy eight crore forty lakhs twenty one thousand six hundred seventy four and eighty two paise only) on preferential basis to Life Insurance Corporation of India (LIC) pursuant to the provisions of SEBI ICDR Regulations, the Banking Companies (Acquisition & Transfer of Undertakings) Act, 1980 read with the Nationalized Banks (Management & Miscellaneous Provisions) Scheme, 1980 and other applicable laws/guidelines and subject to approval of Central Government, Reserve Bank of India, SEBI or any other authority as may be required in this regard.
Postal Ballot - The Bank has not conducted any postal ballot during the financial year.
8.2 FINANCIAL CALENDAR
Board Meeting for approving Audited Financial Accounts and recommending Dividend.
11th May, 2016
Date, Time and Venue of the AGM
Thursday, 23rd June 2016 at 10.00 a.m. at PHD Chamber of Commerce and Industry, PHD House, 4/2, Siri Institutional Area, August Kranti Marg, New Delhi - 110016.
Book Closure dates
17th June 2016 - 23rd June 2016
Last Date for receipt of proxy forms
18th June 2016
Cut-off Date for E-voting
16th June 2016
19th June 2016to 22nd June 2016
Date of payment of dividend
15th July 2016
The Bank is a Scheduled Commercial Bank with its Head Office at New Delhi and Corporate Office at Gurgaon. The Bank has its presence in all parts of the country with network of 2351 Branches and 34 Regional Offices as at end of March 2016.
The Bank's shares (ISIN No.lNE141A01014) are listed on the following major Stock Exchanges and the Equity Shares are quoted under the following codes:
8.4 COMPLIANCE OFFICER
Smt. Ekta Pasricha, Company Secretary of the Bank is the Compliance Officer in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
8.5 DEMATERIALIZATION OF SECURITIES
The shares of the Bank are under compulsory demat list of SEBI and the Bank has entered into Agreements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)fordematerialization of Bank's shares. Shareholders can get their shares dematerialized with either NSDL or CDSL.
As on March 31,2016 the Bank has following number of equity shares in physical and dematerialized form as per detail given hereunder:-
8.6 Share Transfer System & Redressal of Investors Grievances
The Bank ensures that all transfers are duly effected within the period of fifteen days from the date of their lodgment. The Board has constituted a Share Transfer Committee, which meets on regular intervals for transacting the business of all matters relating to shares issued by the Bank. Share transfers, dividend payment and all other investor related requests/complaints are attended to and processed at the office of the Registrar & Transfer Agent, Link Intime India Pvt. Limited. Shareholders may lodge the transfer deeds and any other documents, grievances and complaints either to:
(a) Registrar & Share Transfer Agent
Link Intime India Pvt. Ltd.
44, Community Centre, 2nd Floor, Naraina Industrial Area, Phase-I, Near PVR Naraina, New Delhi-110028
Phone: 011-41410592/93/94; Fax: 011-41410591 Email id: email@example.com
(b) Oriental Bank of Commerce
Merchant Banking Department Second Floor, Plot No. 5
Sector - 32, Institutional Area, Gurgaon-122001 (Haryana) Ph: 0124-4126285/4176918
Fax: 0124-4126574 Email id: firstname.lastname@example.org
8.7 Address For Correspondence
Oriental Bank of Commerce
Merchant Banking Department
Second Floor, Plot No.5, Sector-32, Institutional Area, Gurgaon -122001 (Haryana)
Tel No(s): 0124-4126285/4176918 Fax No(s): 0124-4126574
9. Means of Co mmunication
The quarterly, half-yearly & annual financial results of the Bank were published in Business Standard (Hindi & English) Economic Times (Hindi & English) Financial Express (English) and Jansatta (Hindi). The financial results as well as presentation made to analysts, general shareholder information and shareholding pattern are also displayed on Bank's website at https://www.obcindia.co.in.
10. DECLARATIONS AND CERTIFICATES
1. In terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a certificate has been obtained from the Statutory Central Auditors on Corporate Governance of the Bank for the year 2015-16 and the same is annexed to the Report.
2. The certificate of CEO & CFO has been submitted to the Board of Directors and is annexed to this Report.
3. The Bank has adopted a code of conduct for the Board of
Directors and Senior Management, the text of which is available on the website of the Bank https://www.obcindia.co.in. All the Directors and Senior Management have affirmed their compliance of Code of Conduct during the year under review and a certificate affirming compliance is given at the end of report.
4. The Bank has also framed a Code of Conduct for its Directors, Auditors and Designated employees for prevention of insider trading in Bank's securities.
1. Section 20 of the Banking Regulation Act, 1949, prohibits grants of loans and advances by the bank to directors or to any firm in which the directors are interested or to any company of which any of the director of the Banking Company is a director, manager, employee or guarantor or in which he holds substantial interest. Hence, there are no materially significant related transactions of the Bank with its Directors, Management, and/or relatives that would have potential conflict with the interest of the Bank at large.
2. During the year under review, the Bank has issued the following instruments to raise the Tier-I /Tier-ll capital:-
The funds were raised with the primary objective of augmenting Tier-I & II Capital for strengthening Capital Adequacy requirements of the Bank in terms of Basel III Capital Regulations. The capital raised was utilized to shore up the capital adequacy and to fund the general business needs of the Bank.
3. A fine was imposed by NSE & BSE for non-compliance of Regulation 17(1)(a) of SEBI Listing Regulations w.r.t non-appointment of woman director on Board. No other penalties/strictures were imposed on the Bank by SEBI/ Stock Exchanges in respect of matters related to Capital Market during the last three years.
4. In terms of the SEBI Listing Regulations and Government of India Resolution on "Public Interest Disclosures & Protection of Informer" (PIDPI) the Bank has framed a Whistle Blower Policy to establish a vigil mechanism for stakeholders to report concerns about unethical behaviour, actual or suspected fraud or violation of the Bank's code of conduct or ethics policy. The Whistle Blower Policy is available on the Bank's website at https://www.obcindia.co.in/obcnew/upload/obc/WBP.pdf It is affirmed that no personnel has been denied access to the Audit Committee of Board.
5. The Bank has formulated a Policy on Related Party Transactions in compliance with the SEBI Listing Regulations which is available on the Bank's website at https://www.obcindia.co.in/obcnew/upload/obc/RPT%2 0Policv%20-%20September%202015%20review.pdf Policy%20-%20September%202015%20review.pdf
The Policy intends to ensure proper approval and reporting of transactions between the Bank and its Related Parties pursuant to SEBI guidelines. The Related Party Transactions of the Bank as per RBI / ICAI guidelines are disclosed in the Notes to Accounts in Schedule 18 of the Balance Sheet as on 31.03.2016.
6. The Bank has a Policy on Corporate Governance based on the Principles of Corporate Governance issued by the Basel Committee on Banking Supervision and provisions of the SEBI Listing Regulations on Corporate Governance.
7. Details of familiarisation programmes for Directors have been given on the Bank's website at https://www.obcindia.co.in/obcnew/upload/obc/MainMe nuEnqlishLevel-2 DTP 03122015.pdf
8. The remuneration of the MD & CEO and EDs is fixed by the Govt, of India. The Bank does not pay any remuneration to the non-executive directors except sitting fee fixed by Govt, of India which is Rs.20000/- per Board Meeting and Rs.10000/- per Committee meeting in terms of Govt, of India Circular No.15/1/2011-B0.l dated 20.07.2015
9. Material financial and commercial transactions of the Senior Management where they have personal interest that may have conflict with the interest of the Bank at large have been reported to the Board from time to time.
10. It is an established practice in the Bank that the directors do not take part in the deliberations of the Board and other sub-committees of the Board, when matters relating to them or their relatives are discussed.
11. The Bank conducted the Annual General Meeting and paid dividend to the eligible shareholders within the statutory timeframe.
12. The disclosure as to foreign exchange risk & hedging activities is given under notes to accounts.
13. There is no inter se relationship amongst the Directors on the Board of the Bank.
The Bank has complied with the requirement of Corporate Governance Report of sub-paras (2) to (10) of Schedule V of SEBI listing regulations. The Bank is a body corporate constituted under the Banking Companies (Acquisition & Transfer of Undertakings) Act, 1980. The composition of the Board of Directors is governed by Section 9(3) of the Act, wherein all the directors are appointed / nominated by Govt, of India except three directors elected from amongst the shareholders, other than Central Government. Further, the constitution and scope of the sub-committies of Board is as per extant RBI / GOI and other applicable guidelines, as detailed in the report above. As such, the provisions of Companies Act, 2013 in this regard are not applicable to the Bank. The Bank has complied with all other Corporate Governance requirements as specified in Regulation 17 to 27 and 46(2) (b) to (i) of SEBI listing Regulations.
12. BUSINESS RESPONSIBILTY REPORT
The Bank being a listed entity is fully aware of its Social, Environmental and Economic Responsibilities. Bank has accessed funds from the public and has an element of public interest involved which makes it accountable not only to the shareholders but also to the society as a whole, which is also its stakeholder.
The Bank is committed to:-
a) Ethical practices in the conduct of business
b) Welfare of Employees and skill enhancement / development
c) taking initiatives towards Corporate Social Responsibility
d) Promoting inclusive growth through financial inclusion
e) Disbursal of financial benefits through Social Welfare Schemes etc.
The Business Responsibility Report shall form part of Bank's Annual Report w.e.f. FY 2016-17 in terms of Regulation 34 of SEBI Listing Regulations, as amended till date.
For and on behalf of Board of Directors
Managing Director & CEO