Policy for Appointment of Statutory Auditors 2013 BANK OF BARODA CORPORATE OFFICE BARODA CORPORATE CENTRE, BANDRA KURLA COMPLEX, MUMBAI Policy for appointment of Statutory Auditors: Appointment of Statutory Auditors (Statutory Central and Statutory Branch Auditors) is being done on the basis of guidelines issued by Government of India/ Reserve Bank of India from time to time. 1.00 Appointment of Statutory Central Auditors (SCAs): 1.1 Number of Audit Firms The number of SCAs are decided by Government of India /Reserve Bank of India. As per extant guidelines, the number of audit firms to be appointed as SCAs is determined on the basis of the size of the Banks. Category of Bank Large Banks Medium Banks Small Banks No. of SCAs required Not more than 6 Not more than 5 Not more than 4 Presently, the number of SCAs in our Bank are – 6 -. As per the guidelines of Government of India, the bank can go for less than 6 numbers of SCAs. However, looking to the size of our Bank, we will continue to appoint 6 firms of SCAs as this will help in distributing the work amongst the 6 SCAs. The total fees for SCAs are dependant on the total number of branches, advances etc. hence there will no effect on the fees even if the number of auditors are reduced. Page 1 of 12 ================================================================================== Corporate Accounts & Taxation Department, 2nd Floor, Baroda Corporate Centre, Bandra (E), Mumbai 400 051. Tel No. 022 66985272, 66985276, 66985280 email id : accounts.ho@bankofbaroda.com Policy for Appointment of Statutory Auditors 2013 1.2 Eligibility of Audit Firms At present, eligibility norms as advised by Reserve Bank of India are as under:1. minimum 7 full time chartered accountants, of which at least 5 should be full time partners exclusively associated* with the firm. These partners should have minimum continuous association with the firm i.e. one each should have continuous association with the firm at least for 15 years and 10 years , two with a minimum of 5 years each and one with a minimum of one year. The remaining 2 full-time chartered accountants or partners, as the case may be, should also have a continuous association with the firm for a period of one year. Four of the partners should be FCAs. Also at least two of the partners should have minimum 15 and 10 years experience in practice. In case the paid Chartered Accountant available with the firm without any break was admitted as a partner of the said firm at a future date, his association with the firm as a partner will be counted from the date of his joining the firm as a paid Chartered Accountant. *Note: 1. The definition of ‘exclusive association’ will be based on the following criteria: (a) The full time partner should not be a partner in other firm/s. (b) He should not be employed full time / part time elsewhere. (c) He should not be practicing in his own name or engaged in practice otherwise or engaged in other activity which would be deemed to be in practice under Section 2(2) of the Chartered Accountants Act, 1949. (d) The total compensation@ of the partner from the firm should not be below the following limit: In case the Head office of the firms located in (i) Delhi, Mumbai, Chennai, Kolkata, Bangalore and Hyderabad ACA partner ` 1.80 lakh in a year (` 15000/- per month) FCA partner ` 3.00 lakh in a year (` 25000/- per month) (ii) Other places: ACA partner ` 1.20 lakh in a year (` 10000/- per month) FCA partner ` 1.80 lakh in a year (` 15000/- per month) Page 2 of 12 ================================================================================== Corporate Accounts & Taxation Department, 2nd Floor, Baroda Corporate Centre, Bandra (E), Mumbai 400 051. Tel No. 022 66985272, 66985276, 66985280 email id : accounts.ho@bankofbaroda.com Policy for Appointment of Statutory Auditors 2013 (e) A partner whose total compensation@ from the firm is less than the following will not be treated as exclusively associated with the firm : Firms having more than 14 partners 1% Firms having 10 to 14 partners 3% Firms having 5 to 9 partners 5% Firms having less than 5 partners 8% @Total compensation =Sum total of share of profit, remuneration and interest on capital. 2. Out of the 7 full-time chartered accountants, the remaining two chartered accountants/partners (besides the 5 exclusively associated partners) will be treated to be exclusively associated with the firm only if they are continuously associated with the firm for a period of one year as on January 1 of the relevant year. These norms will be made applicable from the financial year 2014-15 i.e. the chartered accountants/partners will have to comply with the norms as on January 1, 2014. 2. The number of professional staff (excluding typists, stenographers, computer operators, secretary/ies and sub-ordinate staff etc.) consisting of audit and articled clerks with the knowledge in book-keeping and accountancy and are engaged in outdoor audit should be minimum18. 3. The standing of the firm should be of at least 15 years, which would be reckoned from the date of availability of one full time FCA continuously with the firm. 4. The firm should have minimum statutory central audit experience of 15 years of public sector banks (before or after nationalisation) and/or by way of statutory branch audit thereof or that of statutory audit experience of a private sector bank. In case any of the partner of an audit firm is nominated / elected for a period of at least 3 years or more on the Board of any public sector bank then his / her such experience Page 3 of 12 ================================================================================== Corporate Accounts & Taxation Department, 2nd Floor, Baroda Corporate Centre, Bandra (E), Mumbai 400 051. Tel No. 022 66985272, 66985276, 66985280 email id : accounts.ho@bankofbaroda.com Policy for Appointment of Statutory Auditors 2013 for a maximum period of three years will be considered as bank audit experience, provided such experience has not been earned by him/her concurrently i.e. when his / her firm was assigned statutory audit of any PSB, select all India financial Institutions or RBI. 5. The firm should have statutory audit experience of at least 5 years of the public sector undertakings (either Central or State Government Undertaking). While calculating such experience, more than one assignment given to a firm during a particular year or more than one year’s statutory audit (audits in arrears) assigned to the firm will be reckoned, as one year experience only, for the purpose of counting such experience. 6. At least two partners of the firm or its paid Chartered Accountant must possess CISA/ ISA or any other equivalent qualification. Apart from the above, 1. The eligible Auditors / Audit Firms should be qualified under provisions of Section 226 of Companies Act, 1956 for appointment as Auditors of the Bank. No adverse remarks / disciplinary proceedings pending / initiated against the Firms / any of its Partners / Proprietor on record of Institute of Chartered Accountants of India. 2. The Auditor / their relatives should not be indebted to the Bank. 3. The Auditors / Audit Firms should not be a willful defaulter of any other Bank / Financial Institutions. 4. The Auditors / Audit Firms should not carryout any assignment of the internal audit of the Bank at the time of giving consent to act as Statutory Central Auditor. Page 4 of 12 ================================================================================== Corporate Accounts & Taxation Department, 2nd Floor, Baroda Corporate Centre, Bandra (E), Mumbai 400 051. Tel No. 022 66985272, 66985276, 66985280 email id : accounts.ho@bankofbaroda.com Policy for Appointment of Statutory Auditors 2013 5. The Auditors / Audit Firms should not enter into sub-contract of the Audit assigned to them. 6. The Audit firm should have subjected itself to Peer Review System of the Institute of Chartered Accountants of India and hold a valid Peer Review Certificate. 1.3 Procedure for Selection and appointment of SCAs. From the financial year 2013-14, selection of SCAs will be done by the Selection Committee constituted by Government of India and the procedure that will be followed by RBI for forwarding the list of eligible audit firms for selection of SCAs by the Selection Committee constituted by GoI is as under : After receipt of the list of eligible auditors / audit firms, based on the eligibility norms for empanelment of auditors / audit firms prescribed by RBI from the Office of the Comptroller and Auditor General of India (C&AG), verification of eligibility of audit firms by RBI with respect to their bank audit experience available with RBI will be done by RBI. List of eligible firms after excluding the firms which are to be continued, rested and denied audit during the relevant year will be prepared by RBI and forwarded to Government of India for selection by the Selection Committee. After selection, Government of India will advise bank-wise names of the selected firms to the respective banks. Page 5 of 12 ================================================================================== Corporate Accounts & Taxation Department, 2nd Floor, Baroda Corporate Centre, Bandra (E), Mumbai 400 051. Tel No. 022 66985272, 66985276, 66985280 email id : accounts.ho@bankofbaroda.com Policy for Appointment of Statutory Auditors 2013 After receipt of the name(s) from Government of India, Bank will Forward the name(s) to RBI for its approval. On receipt of approval of RBI, the names will be placed before the Chairman & Managing Director/Executive Director for recommending to ACB / Board for approval, to fill up the required number of vacancies for the year. Issue appointment letters to SCAs, after getting approval of Audit Committee / Board. 1.5 Tenure of Appointment SCAs appointed will have a maximum tenure of three years subject to annual approval by the Board and Reserve Bank of India. The appointment of SCAs will be made on an annual basis, subject to their fulfilling the eligibility norms prescribed by RBI from time to time and also subject to their suitability. 1.6 Fees payable to Statutory Central Auditors The fees payable to Statutory Central Auditors will be as per Reserve Bank of India guidelines Page 6 of 12 ================================================================================== Corporate Accounts & Taxation Department, 2nd Floor, Baroda Corporate Centre, Bandra (E), Mumbai 400 051. Tel No. 022 66985272, 66985276, 66985280 email id : accounts.ho@bankofbaroda.com Policy for Appointment of Statutory Auditors 2013 2.00 Appointment of Statutory Branch Auditors (SBAs): 2.1 No of Audit Firms No. of audit firms depends on number of branches to be covered under audit as per Government / RBI policy and the allotment criteria advised by Government / RBI from time to time. 2.2 Eligibility of Audit Firms At present, eligibility norms as advised by Reserve Bank of India are as under:Categorization Norms applicable for empanelment of audit firms to be appointed as Statutory Branch Auditors. Professi onal staff Bank audit experience Standing of the audit firm (2) No. of partners exclusivey associate d with the firm (full time) (Out of 2) (3) (4) (5) (6) I. 5 3 8 The firm or at least 8 years one of the partners should have a minimum of 8 years experience of branch audit of a nationalised bank and / or of a private sector bank. II. 3 2 6 The firm or atleast one of the partners should have preferably conducted branch audit of a nationalised bank or of a private sector bank. Category No. of CAs exclusively associated with the firm (Full time) (1) 6 years (for the firm or atleast one partner) Page 7 of 12 ================================================================================== Corporate Accounts & Taxation Department, 2nd Floor, Baroda Corporate Centre, Bandra (E), Mumbai 400 051. Tel No. 022 66985272, 66985276, 66985280 email id : accounts.ho@bankofbaroda.com Policy for Appointment of Statutory Auditors 2013 III. 2 1 4 The firm or atleast 5 years (for the firm one of the CAs or atleast should have one partner) preferably conducted audit branch of a nationalised or of sector a bank private bank for atleast 3 years IV. 2 2 2 Even proprietorship concern without bank audit experience may be considered as hitherto. (The proprietary concerns of Chartered Accountants with 1 paid CA, 2 professional staff and not having any statutory branch audit experience of a nationalised bank or of a private sector bank, will be treated at par with the partnership firm after deducting their 3 years seniority from the date of their establishment). 3 years Not necessary The selected audit firms should also satisfy the following conditions: 1. Eligible Auditors / Audit Firms should be qualified under provisions of Section 226 of Companies Act, 1956 for appointment as Auditors of the Bank. No adverse remarks / disciplinary proceedings pending / initiated against the Firms / any of its Partners / Proprietor on record of Institute of Chartered Accountants of India. 2. The Auditor / their relatives should not be indebted to the Bank. Page 8 of 12 ================================================================================== Corporate Accounts & Taxation Department, 2nd Floor, Baroda Corporate Centre, Bandra (E), Mumbai 400 051. Tel No. 022 66985272, 66985276, 66985280 email id : accounts.ho@bankofbaroda.com Policy for Appointment of Statutory Auditors 2013 3. The Auditors / Audit Firms should not be a willful defaulter of any other Bank / Financial Institutions. 4. The Auditors / Audit Firms should not carryout any assignment of the internal audit of the Bank at the time of giving consent to act as Statutory Branch Auditor. 5. The Auditors / Audit Firms should not enter into sub-contract of the Audit assigned to them. 2.3 Procedure for appointment : o Select the audit firm to the extent possible taking in to consideration their category and size of the branches in such a way that there is proper mix of audit firms from all the categories and bigger branches are allotted to higher category of audit firms. o Shortlist the audit firms from the list of New auditors and take consent / undertaking from the firm for appointment as SBA. o The consent given by an audit firm for consideration of appointment in the Bank for the particular year and the subsequent continuing years. The consent so obtained are treated as irrevocable and request, if any, from the audit firm for changing the Bank after giving the consent are not entertained. o To send list of continuing SBAs and new SBAs selected to RBI for their approval. o To recommend the total number of SBAs and their name to Chairman and Managing Director/ ACB/ Board for approval. o To issue appointment letters on receipt of approval from RBI /ACB / Board., Page 9 of 12 ================================================================================== Corporate Accounts & Taxation Department, 2nd Floor, Baroda Corporate Centre, Bandra (E), Mumbai 400 051. Tel No. 022 66985272, 66985276, 66985280 email id : accounts.ho@bankofbaroda.com Policy for Appointment of Statutory Auditors 2013 2.4 Procedure for selection: Corporate Accounts & Taxation Department to finalise the zonewise / categorywise number of vacancies of SBAs. Corporate Accounts & Taxation Department segregates the continuing SBAs zone wise and finalise the additional number of SBAs required in each Zone to meet the total Bank’s requirement. Corporate Accounts & Taxation Department provides list of new SBAs received from RBI to the Zones, having office in their respective Zone along with category wise new SBAs required to be appointed with a request to select the firms based on geographical area and obtain irrevocable consent from such identified firms. Zonal Offices to select / finalise the SBAs by constituting a Committee consisting of Deputy Zonal Head and one Executive/ Senior Officer. The Committee while finalizing the SBAs should ensure that out of the list of Auditors provided by RBI, Local Auditors firm are preferred to contain the cost. In case sufficient number of local audit firms are not available, auditors from nearby place within the state / adjoining state/ other state should be considered. Zones to submit the list of Audit firms selected by them to Corporate Accounts & Taxation Department for its concurrence before taking irrevocable consent from selected SBAs. Page 10 of 12 ================================================================================== Corporate Accounts & Taxation Department, 2nd Floor, Baroda Corporate Centre, Bandra (E), Mumbai 400 051. Tel No. 022 66985272, 66985276, 66985280 email id : accounts.ho@bankofbaroda.com Policy for Appointment of Statutory Auditors 2013 On approval by the Corporate Accounts & Taxation Department, Zones to obtain irrevocable consent letter from selected/ identified SBA firms and forward the same to Corporate Accounts & Taxation Department for submitting them to Reserve Bank of India for approval. On receipt of consent from required number of audit firms, Corporate Accounts & Taxation Department will recommend the same to RBI for final approval and place a Note before Chairman & Managing Director / Executive Director for recommending to ACB / Board for approval of names and number of SBAs. After obtaining the approval from ACB / Board, appointment letters will be issued. In case of time constraint, the approval may be obtained from Chairman and Managing Director and may be placed before ACB / Board in subsequent meetings, for confirmation of action of Chairman and Managing Director. 2.5 Tenure of Appointment SBAs appointed will have a maximum tenure of four years subject to annual approval by the Board and Reserve Bank of India. The appointment of SBAs will be made on an annual basis, subject to their fulfilling the eligibility norms prescribed by RBI from time to time and also subject to their suitability. 2.6 Fees payable to Statutory Branch Auditors The fees payable to Statutory Branch Auditors will be as per Reserve Bank of India guidelines Page 11 of 12 ================================================================================== Corporate Accounts & Taxation Department, 2nd Floor, Baroda Corporate Centre, Bandra (E), Mumbai 400 051. Tel No. 022 66985272, 66985276, 66985280 email id : accounts.ho@bankofbaroda.com Policy for Appointment of Statutory Auditors 2013 4.0 OTHERS 4.1 Redressal of grievances : General Manager (Corporate Accounts, Taxation & Subsidiaries) and CFO will dispose off grievances/ complaints (if any) with regard to the selection of Statutory Central Auditors or Statutory Branch Auditors and allotment of Branches to them. Bank reserves the right to amend the policy from time to time. ************************************ Page 12 of 12 ================================================================================== Corporate Accounts & Taxation Department, 2nd Floor, Baroda Corporate Centre, Bandra (E), Mumbai 400 051. Tel No. 022 66985272, 66985276, 66985280 email id : accounts.ho@bankofbaroda.com