Indian Overseas Bank : Corporate Governance – Quarterly Compliance – 31.03.2023

Indian Overseas Bank

QUARTERLY COMPLIANCE REPORT ON CORPORATE GOVERNANCE

ANNEXURE I

1. Name of Listed Entity - INDIAN OVERSEAS BANK
2. Quarter ending - 31.03.2023

I. Composition of Board of Directors

Number of

Category

No of

memberships

No of post of

(Chairperso

No of

Indepen

in Audit/

Chairperson in Audit/

n/

Directorship in

dent

Stakeholder

Date of

Stakeholder

Executive/

Date of

listed entities

Director

Committee(s

Title

Re-

Committee held in

Name of the

Non-

Appoint

Date of

Tenure*

Date of

including this

ship in

) including

(Mr. /

PAN $ & DIN

appoin

listed entities including

Director

Executive/i

ment

Cessation

Birth

listed entity

listed

this listed

Ms)

t

this listed entity

ndepende

[in reference to

entities

entity (Refer

ment

(Refer Regulation

nt/

Regulation

including

Regulation

26(1) of Listing

Nominee)

17A(1)]

this listed

26(1) of

Regulations)

&

entity

Listing

Regulations)

Ajay Kumar

AAUPS2576B

Whole time

-

Mr.

Director/

01.01.2023

31.12.2025

15.10.1967

1

1

Nil

Srivastava

08946309

MD&CEO

Whole time

-

Ms

S Srimathy

ASOPS9419D

Director/

10.03.2021

09.03.2024

22.05.1964

1

1

Nil

Executive

Director

Whole time

Mr

Sanjay Vinayak

AEYPM1714K

Director/

01.01.2023

31.12.2025

02.07.1968

1

-

1

Nil

Mudaliar

07484086

Executive

Director

Nominee

Until

-

Annie George

AGYPM9619H

(Govt.

Ms.

22.07.2016

Further

21.10.1963

1

1

-

Mathew

Nominee

Orders

Director)

Nominee

Until

Mr.

Vivek Aggarwal

AACPA8516D

(RBI Nominee

25.02.2022

Further

07.08.1963

1

-

1

-

Director)

Orders

Suresh Kumar

Part time

1

Mr

AEPPR8622E

Non-official

21.12.2021

20.12.2024

07.07.1956

1

1

-

Rungta

Director

Part time

1

Mr

B Chandra Reddy

ABMPB8181E

Non-official

21.12.2021

20.12.2024

14.04.1958

1

2

1

Director

1

-

Part time

Mr

Deepak Sharma

AWOPS0225R

Non-official

21.12.2021

20.12.2024

31.07.1976

1

2

Director

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Indian Overseas Bank

Mr.

Sanjaya Rastogi

ABTPR1949P

Non- Executive / Share holder Director

03.12.2022

02.12.2025

18.01.1963

1

1

1

1

Whether Regular Chairperson appointed- No

Whether Chairperson is related to managing director or CEO

$ PAN number of any director would not be displayed on the website of Stock Exchange

& Category of directors means executive/non-executive/independent/Nominee. if a director fits into more than one category write all categories separating them with hyphen

* to be filled only for Independent Director. Tenure would mean total period from which Independent director is serving on Board of directors of the listed entity in continuity without any cooling off period.

	II. Composition of Committees
Name of Committee	Whether	Name of Committee members	Category (Chairperson/Executive/	Date of Appointment	Date of Cessation
	Regular			Non-Executive/Independent/
	Chairperson			Nominee) $
	appointed
		1.	Shri B Chandra Reddy	Chairman- Part Time Non-Official Director	21.12.2021	20.12.2024
		2.	Shri Vivek Aggarwal	Nominee (RBI Nominee)	25.02.2022	Until further orders
1. Audit Committee	Yes	3. Shri Suresh Kumar Rungta	Part time Non-Official Director	21.12.2021	20.12.2024
		4.	Shri Deepak Sharma	Part time Non-Official Director	21.12.2021	20.12.2024
		1.Shri Deepak Sharma	Chairman- Part Time Non-Official Director	21.12.2021	20.12.2024
2. Nomination &		2.Ms. Annie George Mathew	Government of India Nominee Director	22.07.2016	Until further orders
Remuneration Committee (NRC)	Yes	3.Shri B Chandra Reddy	Part time Non-Official Director	21.12.2021	20.12.2024
		4.	Shri Suresh Kumar Rungta	Part time Non-Official Director	21.12.2021	20.12.2024
		1.	Shri Suresh Kumar Rungta	Chairman- Part Time Non-Official Director	21.12.2021	20.12.2024
		2.	Shri. Ajay Kumar Srivastava	MD&CEO	01.01.2023	31.12.2025
		3. Ms. S Srimathy	Executive Director	10.03.2021	09.03.2024
4. Risk Management Committee	Yes	4. Shri Sanjay Vinayak Mudaliar	Executive Director	01.01.2023	31.12.2025
		5.	Shri. Sanjaya Rastogi	Shareholder Director	03.12.2022	02.12.2025
		6.	Shri B Chandra Reddy	Part time Non-Official Director	21.12.2021	20.12.2024
		7.	Shri Deepak Sharma	Part time Non-Official Director	21.12.2021	20.12.2024
		1.Shri Sanjaya Rastogi	Chairman- Shareholder Director	03.12.2022	02.12.2025
5. Stakeholders Relationship		2. Ms. S Srimathy	Executive Director	10.03.2021	09.03.2024
Yes	3. Shri Sanjay Vinayak Mudaliar	Executive Director	01.01.2023	31.12.2025
Committee
	4.Shri B Chandra Reddy	Part time Non-Official Director	21.12.2021	20.12.2024
		5.	Shri Deepak Sharma	Part time Non-Official Director	21.12.2021	20.12.2024

$ Category of directors means executive/non-executive/independent/Nominee. if a director fits into more than one category write all categories separating them with hyphen

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Indian Overseas Bank

III. Meeting of Board of Directors

Date(s) of Meeting (if any) in the	Date(s) of Meeting	Whether requirement of		Number of independent	Maximum gap between any two
(if any) in the	Number of Directors Present*
previous quarter	Quorum met* (Yes / No)	directors present*	consecutive (in number of days)
relevant quarter
20.10.2022	09.02.2023	Yes	8	4
21.10.2022	20.03.2023	Yes	8	4	38 days
05.11.2022
29.12.2022

* To be filled in only for the current quarter meetings

IV. Meeting of Committees
Date(s) of meeting of the	Whether requirement of	Number of Directors	Number of independent		Date(s) of meeting of the	Maximum gap between any two
committee in the relevant quarter		committee in the previous quarter	consecutive meetings in number of
Quorum met* (Yes / No)	Present*	directors present*
			days*
AUDIT COMMITTEE OF THE BOARD
08.02.2023	Yes	3	3		04.11.2022
09.02.2023	Yes	3	3		1 day
	05.11.2022
NOMINATION & REMUNERATION
COMMITTEE	-	-	-		(Not convened during the quarter)	-
RISK MANAGEMENT COMMITTEE	Yes
08.02.2023	7	4		07.12.2022	-
Yes
STAKEHOLDERS RELATIONSHIP
COMMITTEE	Yes	5	3		21.11.2022	-
13.03.2023
* This information has to mandatorily be given for audit committee, for rest of the committees giving this information is optional
** to be filled in only for current quarter meetings

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Indian Overseas Bank

V. RELATED PARTY TRANSACTIONS

SUBJECT	Compliance Status (Yes/No/NA) refer note below
Whether prior approval of Audit Committee obtained	NA
Whether shareholder approval obtained for material RPT
Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit
Committee

Note: 1. In the column "Compliance Status", compliance or non-compliance may be indicated by Yes/No/NA. For example, if the Board has been composed in accordance with the requirements of Listing Regulations, "Yes" may be indicated. Similarly, in case the Listed Entity has no related party transactions, the words "NA" may be indicated.

2. If status is "No" details of non-compliance may be given here.

VI. Affirmations

1. The composition of Board of Directors is in terms of The Banking Companies (Acquisition and Transfer of Undertakings) Act, 1970

2. The composition of the following committees is in terms of RBI / GOI guidelines

1. Audit Committee
2. Risk Management Committee (applicable to the top 100 listed entities)
3. Nomination & Remuneration Committee
4. Stakeholder Relationship Committee

The committee members have been made aware of their powers, role and responsibilities in terms of the relevant guidelines / regulations, as may be applicable.

4. The meetings of the Board of Directors and the above Committees have been conducted in the manner as specified in the relevant Statutes / Scheme / RBI / MOF Guidelines, as may be applicable.

5. The Bank has placed the previous Quarter Report before the Board and Board has noted the same.

FOR ONWARD SUBMISSION TO STOCK EXCHANGE BY INVESTOR RELATION CELL

(Kolla Mahidar)

ASSISTANT GENERAL MANAGER

• BOARD SECRETARY Date: 10.04.2023

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