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16
Directors’ Report
Composition
The Board Governance & Remuneration Committee comprised five independent Directors and was chaired by
N. Vaghul. There were four meetings of the Committee during the year. The details of the composition of the
Committee and attendance at its Meetings are set out in the following table:
Name of Member Number of meetings attended
N. Vaghul, Chairman 4
Anupam Puri13
M. K. Sharma 3
P. M. Sinha13
Marti G. Subrahmanyam 4
1. Also participated in one meeting through tele-conference.
The Board of Directors at its Meeting held on April 25, 2009 re-constituted the Committee effective May 1, 2009
consequent to the retirement of N. Vaghul from the Board and appointment of K. V. Kamath as non-executive
Chairman. M. K. Sharma has been appointed as Chairman of the Committee and K. V. Kamath has been appointed
as a Member of the Committee effective May 1, 2009.
Remuneration policy
The Board Governance & Remuneration Committee determines and recommends to the Board the amount
of remuneration, including performance bonus and perquisites, payable to the wholetime Directors. The
recommendations of the Committee are based on evaluation of the wholetime Directors on certain parameters.
The following table sets out the details of remuneration (including perquisites and retiral benefits) paid to wholetime
Directors for fiscal 2009 and details of stock options granted for the three years ended March 31, 2009:
K. V.
Kamath Chanda D.
Kochhar V.
Vaidyanathan Madhabi
Puri Buch1
Sonjoy
Chatterjee K. Ramkumar2
Break-up of remuneration (Rupees)
Basic 13,680,000 7,800,000 6,600,000 5,500,000 6,600,000 6,600,000
Performance bonus
for fiscal 2009 — — — — — —
Allowances and Perquisites 9,132,032 6,251,814 5,041,935 5,140,234 4,732,078 3,795,516
Contribution to
provident fund 1,641,600 936,000 792,000 660,000 792,000 792,000
Contribution to
superannuation fund 2,052,000 1,170,000 — — — 990,000
Stock options (Numbers)
Fiscal 2009 — — — — — —
Fiscal 2008 270,000 180,000 125,000 125,000 125,000 125,0003
Fiscal 2007 300,000 175,000 150,000 100,000375,0003100,0003
1. Remuneration paid upto January 31, 2009.
2. Total remuneration paid for fiscal 2009 includes payment upto January 31, 2009 as Group Chief Human Resources Officer. Pending
approval of RBI of his appointment as Executive Director, he continued to be paid the same remuneration.
3. Prior to appointment as wholetime Director.
Perquisites (evaluated as per Income-tax Rules wherever applicable and otherwise at actual cost to the Bank)
such as the benefit of the Bank’s furnished accommodation, gas, electricity, water and furnishings, club fees,
personal insurance, use of car and telephone at residence or reimbursement of expenses in lieu thereof; medical
reimbursement, leave and leave travel concession, education benefits, provident fund, superannuation fund and
gratuity, were provided in accordance with the scheme(s) and rule(s) applicable from time to time. If accommodation
owned by the Bank is not provided, the concerned wholetime Director is eligible for house rent allowance of
Rs. 100,000 per month and maintenance of accommodation, including furniture, fixtures and furnishings provided
by the Bank.