Corporate Governance

Presented To: Prof. Shaikh

Presented By: Hely Bhatt (PG-11-064) Vipin Yadav (PG-11-120) Hemant Verma (PG-11-)
Date: 30-01-2013

INTRODUCTION

HDFC Bank is headquartered in Mumbai. As on March 31, 2012, the Bank has a network of 2,620 branches in 1,454 cities across India. All branches are linked on an online real-time basis. HDFC Bank Limited is an Indian financial services company based in Mumbai, Maharashtra that was incorporated in August 1994. HDFC Bank is the fifth or sixth largest bank in India by assets and the first largest bank by market capitalization as of November 1, 2012. The bank was promoted by the Housing Development Finance Corporation, a premier housing finance company (set up in 1977) of India HDFC Bank deals with three key business segments. - Wholesale Banking Services, Retail Banking Services, Treasury.

MANAGEMENT
Mr. C.M. Vasudev has been appointed as the Chairman of the Bank with effect from 6th July 2010. Mr. Vasudev has been a Director of the Bank since October 2006. The Managing Director, Mr. Aditya Puri, has been a professional banker for over 25 years, and before joining HDFC Bank in 1994 was heading Citibank's operations in Malaysia.

AWARDS

Economic Times ET Awards for Corporate Excellence - Company of the Year 2012 CNBC TV18's India Best Banks and Financial Institutions Awards 2012 Best Private sector Bank Forbes Asia Fab 50 Companies - Winning for the 6th year

SHARE HOLDING PATTERN

CATEGORY OF SHAREHOLDER NUMBER OF SHAREHOLDERS
CORPORATE BODIES MUTUAL FUNDS/UTI FINANCIAL INSTITUTIONS/BANKS CENTRAL GOVT/STATE GOVT INSURANCE COMPANIES FOREIGN INSTITUIONAL INVESTORS QUALIFIED FOREIGN INVESTORS

TOTAL NUMBER OF SHARES

3 84 44 5 7 809 1

54,32,16,100 9,51,10,943 5,89,688 2,19,272 11,60,05,532 79,69,78,715 2,874

TOTAL

950

1,00,89,07,024

COMPOSITION OF BOARD

The Board has a strength of eleven (11) Directors as on March 31, 2010. All Directors other than Mr. Aditya Puri, Mr. Harish Engineer and Mr. Paresh Sukthankar are non-executive directors. The Bank has five independent directors and six non-independent directors. The Board consists of eminent persons with considerable professional expertise and experience in banking, finance, agriculture, small scale industries and other related fields. None of the Directors on the Board is a member of more than ten (10) Committees and Chairman of more than five (5) Committees across all the companies in which he/she is a Director. Mr. Jagdish Capoor, Mr. Keki Mistry, Mrs. Renu Karnad, Mr. Aditya Puri, Mr. Harish Engineer and Mr. Paresh Sukthankar are non-independent Directors on the Board. Mr. Arvind Pande, Mr. Ashim Samanta*, Mr. Gautam Divan, Mr. C. M. Vasudev and Dr. Pandit Palande are independent directors on the Board.

CODE OF CONDUCT

This Code of Ethics / Conduct intends to ensure adherence to highest business and ethical standards while conducting the business of the Bank and compliance with the legal and regulatory requirements. Code of Ethics/Conduct is applicable to the following persons. The Board Members Officials of the Bank one level below the Board

Ethical Conduct The Board members / Officials shall engage in and promote honest and ethical conduct of business, including the ethical handling of actual and / or apparent conflicts of interest between personal and professional relationships.

Conflict of Interest The Board members / Officials shall avoid conflict of interest and disclose to the Board any material transaction or relationship that reasonably could be expected to give rise to such a conflict. Confidentiality of Information The Board members / Officials shall ensure and take all reasonable measures to protect the confidentiality of non-public information about the Bank, its business, customers and other materially significant information obtained or created in connection with any activities with the Bank and to prevent the unauthorised disclosure of such information unless required by applicable laws or regulations or legal or regulatory process. Compliance with Governmental Laws, Rules and Regulations The Board members / Officials shall comply with all the applicable governmental laws and the applicable rules and regulations.

Committees for Good Governance

Audit Compliance Committee Compensation Committee Investor Grievance Committee Risk Monitoring Committee Credit Approval Committee Premise Committee Nomination Committee Customer Service Committee Fraud Monitoring Committee Code for preventing Insider Trading

CORPORATE GOVERNANCE RATING

The bank was amongst the first four companies, which subjected itself to a Corporate Governance and Value Creation (GVC) rating by the rating agency, The Credit Rating Information Services of India Limited (CRISIL).

The rating provides an independent assessment of an entity's current performance and an expectation on its "balanced value creation and corporate governance practices" in future. The bank was assigned a 'CRISIL GVC Level 1' rating in January 2007 which indicates that the bank's capability with respect to wealth creation for all its stakeholders while adopting sound corporate governance practices is the highest.

CONCLUSION
India's leading housing finance company, premier banks providing a wide range of financial products and services to its over 18 million customers across hundreds of Indian cities. Leading player - Retail banking, wholesale banking, and treasury operations, its three principal business segments. The bank is committed to maintain the highest level of ethical standards, professional integrity, corporate governance and regulatory compliance. Business philosophy - Four core values: Operational Excellence, Customer Focus, Product Leadership and People.

Contd

The bank's competitive strength clearly lies in the use of technology and the ability to deliver world-class service with rapid response time. Over the last 13 years, the bank has successfully gained market share in its target customer franchises while maintaining healthy profitability and asset quality. Leading Indian and international publications have recognized the bank for its performance and quality.

Credit Rating

The Bank has its deposit programs rated by two rating agencies - Credit Analysis & Research Limited (CARE) and Fitch Ratings India Private Limited The Bank's Fixed Deposit programme has been rated 'CARE AAA (FD)' [Triple A] by CARE and "AAA (ind)" rating by Fitch Ratings India Pvt. Ltd

Corporate Governance Rating

The bank was one of the first four companies, which subjected itself to a Corporate Governance and Value Creation (GVC) rating by CRISIL The bank was assigned a 'CRISIL GVC Level 1' rating in January 2007 which indicates that the bank's capability with respect to wealth creation for all its stakeholders while adopting sound corporate governance practices is the highest.

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