15.

16.

17.

18.

19.

20.

21.

22.

23.

24,

25.

26.

27.

28.

29.

30.

31.

32.

33.

34.

35.

36.

To establish a vigil mechanism(whistle blower mechanism) for directors and employees to report their genuine
concerns or grievances;

To review the functioning of the whistle blower mechanism;

To approve or ratify transactions of the Bank with related parties as per the provisions of the Policy for Related
Party Transactions of the Bank and review significant transactions and matters related thereto; Grant of omnibus
approval for related party transactions proposed to be entered into by the Bank subject to such conditions as
prescribed and as amended from time to time;

Approve, review and monitor the internal audit charter and annual internal audit plan;
Approve, review and monitor the Risk Based Internal Audit Plan;

Review with the Chief Audit Officer the internal audit budget, resource plan, activities, and organizational
structure of the internal audit function;

To review with Internal Auditors on any significant findings in the internal audit reports to the management and
ensure that corrective actions are being taken in a timely manner;

To review the Internal Audit reports relating to internal control weaknesses;

To review the findings of any internal investigations by the Internal Auditors/Vigilance department into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and
report the matter to the Board;

To review the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of
internal audit;

To periodically consult with the Statutory Auditors if required without the presence of management about
internal controls and fair presentation of financial statements in accordance with accounting principles generally
accepted in India, applicable regulatory requirements and provisions of Companies Act, 2013;

To discuss and ascertain from the Statutory Auditors post completion of the audit, areas of concern, if any;

To review management letters / letters of internal control weaknesses issued by the Statutory Auditor;

To provide a right to be heard to the Statutory Auditors and the key management personnel in the meetings of
the Audit Committee when it considers the auditor’s report but not the right to vote;

To ensure that any concerns raised by the Statutory Auditors are addressed by the management and bring any
unaddressed concerns to the notice of the management and/or Board;

To study the issues raised by Statutory Auditors and raise appropriate flags to the management in case of repeated
issues;

Approval of payment to statutory auditors for any other services rendered by the Statutory Auditors;

To ensure that IS audit of internal systems and processes is conducted at least once in a year to assess the
operational risks faced by the Bank;

Review the implementation and effectiveness of the financial and Risk Management policies and processes and
highlight any gaps observed to the Board;

Review and analyse various regulatory inspection and audit reports to identify inconsistencies and understand
the Bank’s action plan to mitigate the same;

Review the effectiveness of the system for monitoring compliance with laws and regulations and the results of
management's investigation and follow-up (including disciplinary action) of any instances of non- compliance;

Review the findings of any examinations by regulatory agencies, and auditor observations;

197
