Constitution of the Board of Directors and various Committes of the Board alongwith their functions (As on August 19, 2013) I. BOARD 1 Shri Sushil Muhnot Chairman & Managing Director (CMD) 2 Shri N.K. Maini Deputy Managing Director (DMD) 3 Shri T.R. Bajalia Deputy Managing Director (DMD) 4 Shri Amarendra Sinha Government Director 5 Shri Arvind Kumar Government Director 6 Shri S.K.V. Srinivasan Nominee of IDBI Bank 7 Shri J. Chandrasekaran Nominee of State Bank of India 8 Shri B. Manivannan Nominee of Life Insurance Corporation of India 9 Shri T. Satyanarayana Rao Nominated by Government of India 10 Shri Prakash Bakliwal Nominated by Government of India 11 Shri Anil Agrawal Nominated by Government of India 12 Shri P.A. Sethi Co-opted Director Functions The general superintendence, direction and management of affairs and business of Small Industries Development Bank of India vests in the Board of Directors. II. EXECUTIVE COMMITTEE 1 Shri Sushil Muhnot, CMD - Chairman 2 Shri N.K. Maini, DMD 3 Shri T.R. Bajalia, DMD Page 1 4 Shri B. Manivannan 5 Shri P.A. Sethi Functions The Executive Committee shall discharge such functions as may be prescribed / delegated to it by the Board viz., transact all the usual business of Small Industries Development Bank of India, except in such matters as are specifically reserved to the Board under the Small Industries Development Bank of India (Amendment) Act, 2000 or any regulations made thereunder; and exercise such powers as may be delegated to it by the Board from time to time. III. AUDIT COMMITTEE 1 Shri Anil Agrawal – Chairman 2 Shri N.K. Maini, DMD 3 Shri T.R. Bajalia, DMD 4 Shri Arvind Kumar Functions The main functions of Audit Committee, constituted in terms of the RBI guidelines, shall be as under: Provide direction and to oversee audit functions in the Bank. Interact with Statutory Auditors before finalization of Annual / Semiannual accounts and reports. Review action taken on all issues / concerns raised in the inspection reports of Reserve Bank of India and Statutory Auditors Report Review cases of fraud and action taken as well as major areas of house keeping. Such other matters as may be delegated to it by the Board. Page 2 IV. RISK MANAGEMENT COMMITTEE 1 Shri N.K. Maini, DMD 2 Shri T.R. Bajalia, DMD 3 Shri J. Chandrasekaran Functions The Risk Management Committee shall assess various risks associated with the business of the Bank and their mitigation. V. COMMITTEE FOR SUPERVISION OF SFCs 1 Shri Sushil Muhnot, CMD – Chairman 2 Shri N.K. Maini, DMD 3 Shri T.R. Bajalia, DMD 4 Shri Prakash Bakliwal Page 3 Functions The broad functions of Committee for Supervision of State Financial Corporations (SFCs) are as under: To guide the Bank in respect of policies and on matters relating to supervision and inspection of SFCs, reviewing inspection findings and suggesting appropriate measures; Identifying the emerging supervisory issues such as policy framework, systems and controls, NPAs recovery, investment portfolio, credit monitoring system, corporate governance, etc.; Recommending appropriate training for inspecting officers of SIDBI for upscaling their skills and knowledge; Recommending issue of directions and other regulatory actions, wherever required, for consideration of SIDBI/RBI/Government; Oversee quality of inspection carried out and reports issued from time to time; Review the information generated through offsite surveillance and other supplementary source and action, if any, taken thereon; Review of progress of mechanism of MoU entered into with various SFCs; Undertake any other function entrusted from time by the Board. VI. SPECIAL COMMITTEE TO MONITOR LARGE VALUE FRAUDS 1 Shri Sushil Muhnot, CMD - Chairman 2 Shri N.K. Maini, DMD 3 Shri T.R. Bajalia, DMD 4 Shri Arvind Kumar 5 Shri Anil Agrawal 6 Shri J. Chandrasekaran Page 4 to time Functions The major functions of the Special Committee to Monitor Large Value Frauds shall be to monitor and review all frauds of `1 crore and above so as to: Identify systemic lacunae if any that facilitated perpetration of the fraud and put in place measures to plug the same. Identify the reasons for delay in detection, if any, reporting to top management of the bank and RBI: Monitor progress of CBI/Police investigation and recovery position: Ensure that staff accountability is examined at all levels in all the cases of frauds and staff side action, if required, is completed quickly without loss of time: Review the efficacy of the remedial action taken to prevent recurrence of frauds, such as strengthening of internal controls: Put in place other measures as may be considered relevant to strengthen preventive measures against frauds. VII. INFORMATION TECHNOLOGY STRATEGY COMMITTEE 1 Shri P.A. Sethi - Chairman 2 Shri N.K. Maini, DMD 3 Shri T.R. Bajalia, DMD 4 Shri B. Manivannan Functions Information Technology Strategy Committee gives direction to the Bank's IT function, especially with regard to IT vision, policy and strategy so as to align with business objectives. In addition, the Committee also guides the Bank for IT long term plan and provide oversight of IT implementation and management. Page 5 VIII. CUSTOMER SERVICE COMMITTEE 1 Shri P.A. Sethi - Chairman 2 Shri T.R. Bajalia, DMD 3 Shri J. Chandrasekaran 4 Shri Anil Agrawal The Customer Service Committee gives direction in formulation of policies and assess the compliance thereof with a view to strengthening the corporate governance structure and also to bring about ongoing improvements in the quality of customer service provided by the Bank. IX. HR STEERING COMMITTEE 1 Shri Sushil Muhnot, CMD – Chairman 2 Shri T.R. Bajalia, DMD 3 Shri Arvind Kumar 4 Shri P.A. Sethi 5 Dr. Chitra Rao The HR Steering Committee, constituted based on the recommendations of the Khandelwal Committee, provides guidance and direction to the Board in matters relating to Human Resources. X. RECOVERY REVIEW COMMITTEE 1 Shri Sushil Muhnot, CMD – Chairman 2 Shri N.K. Maini, DMD 3 Shri T.R. Bajalia, DMD Page 6 4 Shri Arvind Kumar 5 Shri P.A. Sethi The Recovery Review Committee, constituted in terms of the directives of GoI, reviews all the NPA cases having principal outstanding of `3 crore and above. XI. REMUNERATION COMMITTEE 1 Shri Arvind Kumar 2 Shri B. Manivannan Function Remuneration Committee considers and approves the payment of Performance Linked Incentive to CMD and DMDs of the Bank in terms of the guidelines provided by Government of India. ***** Page 7