yes bank 1

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Corporate Governance on Yes Bank Ltd.

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PART 1: Corporate Governance Philosophy and Disclosure policies

Details

1. Name of the Company Yes Bank Ltd.

2. Web site address of the company www.yesbank.in

3. Sector to which the company belongs (PSU/private/MNC etc) Private4. Industry to which the company belongs

(IT/FMCG/Telecom/Bank etc)

Bank

5. Stock exchange(s) on which the company is listed Bombay Stock Exchange

Limited

National Stock Exchangeof India Limited

The Bank has paid the

listing fees to the stock

exchanges.6. Are the postal addresses, phone numbers of registered

office/corporate office, email id made available to thestakeholders? How?7. Is there any formal policy or code to prevent insider trading in

the company?

8. Does the company have a formal code of corporategovernance? If yes, what are the major highlights?

9. Does the company have a formal whistle blower policy?

10. Please list the means of communication with the shareholders

used by the company.

11. Which of the following disclosures (required by clause 49)

were made to the shareholders in the annual report?

a. Date, time and venue of AGMb. Financial calendarc. Dates of book closuresd. Dividends payments datee. Listing on stock exchangesf. Stock codeg. Market price of share data for each month of last financial

yearh. Performance of shares in comparison to broad based indicesi. Address, telephone, fax and email of Registrar and transfer

agent

j. Categories of shareholding in the format specified in clause35 of the listing agreement

k. Top ten shareholders of the companyl. Change in equity capital during the financial year

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m. Outstanding GDRs/ADRs/Warrantsn. Convertibles, conversion date and likely impact on equityo. Plant locationsp. Address for correspondenceq. Details of last three AGMs, their date, time and placer.

Special resolutions put through postal ballot in the lastfinancial year and details of voting pattern

s. Material and financial transactions by management wherethey have personal interest that may have conflict with theinterest of the company

t. Total complaints pending in the beginning of the yearu. Total complaints received during the yearv. Total complaints resolved during the yearw. Non-compliance by the company or penalties imposed

or/and strictures passed on the company by the stock

exchange/SEBI/Statutory authorities on any matter during

the last three financial yearsx. Opportunities and threatsy. Outlookz. Material development in Human Resources and Industrial

Relations front, including number of people employed

aa.Internal controls and their adequacybb.Reporting on conciliation of accounts with GAAP (if

applicable) or other Indian accounting standards

cc.Name, address and contact number of compliance officer12. Are all the elements of remuneration package of Board

members disclosed in the annual report? If yes, list them

13. Is the policy on remuneration to board members disclosed inthe annual report?

14. Are all pecuniary relationships and /or transactions of the non-executive directors with the company disclosed in the annual

report?

15. Is the information on number of shares and convertibleinstruments held by the non-executive directors given in the

annual report?

16. Does the company make disclosures about related partytransactions in the annual report?

17. Does the company make disclosure about the directors

regarding their expertise, profile and the number of companies

in which they hold directorship or committee memberships?18. Does the company give information on the use of the proceeds

from the public issue, rights issue and preferential issue?

19. Does the annual report include a section on report on the

Corporate Governance compliances?

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PART 2: Board Effectiveness

1. Name of the company.2. Name of the Chairman.3. Is he the executive or non-executive Chairman?4. Name of the Managing Director if different from the Chairman.5. Name of the CEO.6. Total number of directors on the company board.7. Total number of female directors.8. Total number of non-executive directors who are not independent.9. Total number of independent directors.10.Number of directors nominated by the institutional investors/government/employees.11.Number of directors nominated by the financial/money lending institutions.12.How many board meetings were held in the last financial year? Please give the dates also.13.Please give details about the number of meetings attended by the different categories of

the directors.14.How many executive, non-executive and independent directors attended the last AGM?15.How many executive, non-executive and independent directors are on the boards of other

companies?

16.If the company directors are on the board committees of other companies, please givedetails about the number of companies in which they are committee chairman or only a

member.

17. Has the company prepared and implemented the code of conduct for the directors?18.Was any director re-appointed on the board during last financial year even if he remained

absent in 50% or more meetings in the year before that?

19.Is there any formal policy on the succession planning at the senior level of managementincluding the board of directors?

20.Is there any formal policy or system for induction and periodic training of the directorsand senior managers?

21.How many board committees does company have?22.How many independent and non-executive (non-independent) directors are on the audit,

remuneration, and shareholders grievance committee.

23.Please give information on the number of meetings held and number of meetingsattended by the different categories of the directors in case of the following committees

a. Audit committee

b. Remuneration committee

c. Shareholders grievance committee

24.Which committees of the above three have independent directors as the chairmen of thecommittee?

25.Does the company have a lead independent director?

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Does any meeting of only independent directors take place? If yes, how many such meetings

were held during last year?

TableI

Answers to question nos. 1, 3, 6, 7, 8, 9, 10, 11

Name of

theCompany

Chairman

Type

MD CEO Total no.

ofDirectors

No. of

FemaleDirectors

Executive

Directors

Non-

ExecutiveDirectors

Ind.

Directors

Nominee

Directors

ABC

PQR

XYZ

Executive

NE

Executive

Same

Different

Different

Same

Different

MD

TableII

Answers to question nos. 12, 13, 14, 17, 18, 20

Company

NameNo. of

BoardMeetings

Attended By Code of

Conduct

Attendance in Last AGM Directors

Training

Re-

appointment of Director

with < 50%

AttendanceExecutive

Directors

(AV)

NE

Directors

(AV)

Independen

t

Directors(AV)

Executive

Directors

(Nos)

NE

Directors

(Nos)

Independen

t Director

(Nos)

ABC 8 8 7 8 Y N NA

TableIII

Answers to question nos. 15, 16

Company

Name

Directorship in other Companies On Board Committees Clause 49

Compliance

No. of

Companies

Executive

Directors

NE Directors Independent

Directors

No. of

Companies

As

Chair

As Member

ABC 25 9 8 8 20 12 8 Y

TableIV-A

Answers to question nos. 22, 23, 24

Committee Name No. of NE

Directors

No. of Ind.

Directors

No. of

Meetings

Held

Meetings Attended by Is the

Committee

Chairman

Ind.

Director?

Executive

Directors(AV)

NE

Directors

(AV)

Independent

Directors(AV)

- Audit Committee- Remuneration

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Committee

- ShareholdersGrievance

Committee

Audit Committee

1. Name of the company.2. How many members are on the audit committee?3. What is the composition of audit committee in terms of executive, non-executive and

independent directors?

4. How many meetings of the audit committee were conducted in the last accounting year?5. What was the attendance record of every member of audit committee last year?6. Is the chairman of audit committee an independent director?7. Does the internal auditor directly report to the audit committee?8. Was the chairman of audit committee present in the last AGM?9. Were there any observations or suggestions given by the audit committee last year for

improving the accounting system of the company?

10. If yes, list three of those suggestions.11.How many financial or accounting experts are on the audit committee?12.Does the audit committee review the risk management or minimization process?13.Was there any incidence in the last three years when the audit committee sought the help of

some external expert?

14.Are the statutory auditors always appointed and their remuneration is decided on therecommendation of the audit committee?

15.Does audit committee review the terms of appointment and remuneration of internal auditors?16.Does audit committee discuss with the CFO or other senior management personnel about the

major observations or qualifications made by the auditors before the financial statements are

submitted to the Board of directors?

17.Does audit committee give any reactions on the observations made by the auditors onaccounting policies, some major adjustments, related party transactions etc.?

18.Does audit committee review quarterly financial performance also with the management?19.Does audit committee discus with the management the performance of the internal and

statutory auditors and internal control systems?

20.Does audit committee meet the statutory auditors before the annual audit to discuss the scopeand nature of audit and after the audit to know any specific area of concern or improvement?

21. If the whistle blower mechanism exists in the company does it fall under the scope of auditcommittee?

Does the audit committee discuss and review the management discussion and analysis on the financial

and operating performance of the company?

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