The Nomination and Remuneration Committee was constituted by a meeting of our Board held on October 11, 2010 and
was last reconstituted by our Board at their meeting held on January 22, 2020. The terms of reference of the Nomination
and Remuneration Committee were revised by our Board at their meeting held on July 30, 2020. The scope and functions
of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act and Regulation
19 of the SEBI Listing Regulations, and its terms of reference include the following:

1.

10.

Formulating the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board of directors a policy, relating to the remuneration of the directors, key managerial
personnel and other employees.

The Nomination and Remuneration Committee, while formulating the above policy, should ensure that:

ji the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate
managerial talent; and

(ii) meets appropriate performance benchmarks; and

(iii) involves a balance between fixed and incentive pay reflecting short and long term performance
objectives appropriate to the Bank;

Formulating criteria for evaluation of performance of independent directors and the Board of Directors and
specifying the manner for effective evaluation of performance of the Board, its committees and individual
directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an
independent external agency and review its implementation and compliance;

Devising a policy on diversity of Board of Directors;

Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the Board of directors their appointment and removal.
In the case of appointment of directors, the Committee shall ensure that the persons identified adhere to the ‘fit
and proper’ guidelines issued by RBI in this regard;

Extending or continuing the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors;

Recommending to the board, all remuneration, in whatever form, payable to senior management;

Recommending to the Board of Directors a policy on succession planning for the board and senior management
and overseeing and reviewing the succession plans from time to time;

Administering, monitoring and formulating detailed terms and conditions of the Employees’ Stock Option
Scheme of the Bank;

Carrying out any other function as is mandated by the Board from time to time and/or enforced/mandated by any
statutory notification, amendment or modification, as may be applicable; and

Performing such other functions as may be necessary or appropriate for the performance of its duties.

Stakeholders’ Relationship Committee:

The members of the Stakeholders’ Relationship Committee are:

1.

2.

John Arunkumar Diaz (Independent Director), Chairperson;
Mrutunjay Sahoo (Independent Director);

Venkatesh Natarajan (Investor Director);

Ranjit Shah (Investor Director); and

Aleem Remtula (Investor Director).

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