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Corporate Governance on Yes Bank Ltd.

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PART 1: Corporate Governance Philosophy and Disclosure policies Details Name of the Company Yes Bank Ltd. Web site address of the company www.yesbank.in Sector to which the company belongs (PSU/private/MNC etc) Private Industry to which the company belongs Bank (IT/FMCG/Telecom/Bank etc) Stock exchange(s) on which the company is listed Bombay Stock Exchange Limited National Stock Exchange of India Limited The Bank has paid the listing fees to the stock exchanges. Are the postal addresses, phone numbers of registered office/corporate office, email id made available to the stakeholders? How? Is there any formal policy or code to prevent insider trading in the company? Does the company have a formal code of corporate governance? If yes, what are the major highlights? Does the company have a formal whistle blower policy?

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10. Please list the means of communication with the shareholders used by the company. 11. Which of the following disclosures (required by clause 49) were made to the shareholders in the annual report? a. Date, time and venue of AGM b. Financial calendar c. Dates of book closures d. Dividends payments date e. Listing on stock exchanges f. Stock code g. Market price of share data for each month of last financial year h. Performance of shares in comparison to broad based indices i. Address, telephone, fax and email of Registrar and transfer agent j. Categories of shareholding in the format specified in clause 35 of the listing agreement k. Top ten shareholders of the company l. Change in equity capital during the financial year

Corporate Governance on Yes Bank Ltd.

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Outstanding GDRs/ADRs/Warrants Convertibles, conversion date and likely impact on equity Plant locations Address for correspondence Details of last three AGMs, their date, time and place Special resolutions put through postal ballot in the last financial year and details of voting pattern s. Material and financial transactions by management where they have personal interest that may have conflict with the interest of the company t. Total complaints pending in the beginning of the year u. Total complaints received during the year v. Total complaints resolved during the year w. Non-compliance by the company or penalties imposed or/and strictures passed on the company by the stock exchange/SEBI/Statutory authorities on any matter during the last three financial years x. Opportunities and threats y. Outlook z. Material development in Human Resources and Industrial Relations front, including number of people employed aa. Internal controls and their adequacy bb. Reporting on conciliation of accounts with GAAP (if applicable) or other Indian accounting standards cc. Name, address and contact number of compliance officer Are all the elements of remuneration package of Board members disclosed in the annual report? If yes, list them Is the policy on remuneration to board members disclosed in the annual report? Are all pecuniary relationships and /or transactions of the nonexecutive directors with the company disclosed in the annual report? Is the information on number of shares and convertible instruments held by the non-executive directors given in the annual report? Does the company make disclosures about related party transactions in the annual report? Does the company make disclosure about the directors regarding their expertise, profile and the number of companies in which they hold directorship or committee memberships? Does the company give information on the use of the proceeds from the public issue, rights issue and preferential issue? Does the annual report include a section on report on the Corporate Governance compliances?

Corporate Governance on Yes Bank Ltd.

PART 2: Board Effectiveness 1. Name of the company. 2. Name of the Chairman. 3. Is he the executive or non-executive Chairman? 4. Name of the Managing Director if different from the Chairman. 5. Name of the CEO. 6. Total number of directors on the company board. 7. Total number of female directors. 8. Total number of non-executive directors who are not independent. 9. Total number of independent directors. 10. Number of directors nominated by the institutional investors/government/employees. 11. Number of directors nominated by the financial/money lending institutions. 12. How many board meetings were held in the last financial year? Please give the dates also. 13. Please give details about the number of meetings attended by the different categories of the directors. 14. How many executive, non-executive and independent directors attended the last AGM? 15. How many executive, non-executive and independent directors are on the boards of other companies? 16. If the company directors are on the board committees of other companies, please give details about the number of companies in which they are committee chairman or only a member. 17. Has the company prepared and implemented the code of conduct for the directors? 18. Was any director re-appointed on the board during last financial year even if he remained absent in 50% or more meetings in the year before that? 19. Is there any formal policy on the succession planning at the senior level of management including the board of directors? 20. Is there any formal policy or system for induction and periodic training of the directors and senior managers? 21. How many board committees does company have? 22. How many independent and non-executive (non-independent) directors are on the audit, remuneration, and shareholders grievance committee. 23. Please give information on the number of meetings held and number of meetings attended by the different categories of the directors in case of the following committees a. Audit committee b. Remuneration committee c. Shareholders grievance committee 24. Which committees of the above three have independent directors as the chairmen of the committee? 25. Does the company have a lead independent director?

Corporate Governance on Yes Bank Ltd.

Does any meeting of only independent directors take place? If yes, how many such meetings were held during last year? Table I Answers to question nos. 1, 3, 6, 7, 8, 9, 10, 11
Name of the Company Chairman Type MD CEO Total no. of Directors No. of Female Directors Executive Directors NonExecutive Directors Ind. Directors Nominee Directors

ABC PQR XYZ

Executive NE Executive

Same Different Different

Same Different MD

Table II Answers to question nos. 12, 13, 14, 17, 18, 20


Company Name No. of Board Meetings Executive Directors (AV) Attended By Code of Conduct Attendance in Last AGM Directors Training Reappointmen t of Director with < 50% Attendance

NE Directors (AV)

Independen t Directors (AV)

Executive Directors (Nos)

NE Directors (Nos)

Independen t Director (Nos)

ABC

Y Table III

NA

Answers to question nos. 15, 16


Company Name No. of Companies Directorship in other Companies Executive Directors NE Directors Independent Directors On Board Committees No. of Companies As Chair As Member Clause 49 Compliance

ABC

25

20

12

Table IV-A Answers to question nos. 22, 23, 24


Committee Name No. of NE Directors No. of Ind. Directors No. of Meetings Held Meetings Attended by Executive Directors (AV) NE Directors (AV) Independent Directors (AV) Is the Committee Chairman Ind. Director?

Audit Committee Remuneration

Corporate Governance on Yes Bank Ltd.

Committee Shareholders Grievance Committee


Audit Committee

1. Name of the company. 2. How many members are on the audit committee? 3. What is the composition of audit committee in terms of executive, non-executive and independent directors? 4. How many meetings of the audit committee were conducted in the last accounting year? 5. What was the attendance record of every member of audit committee last year? 6. Is the chairman of audit committee an independent director? 7. Does the internal auditor directly report to the audit committee? 8. Was the chairman of audit committee present in the last AGM? 9. Were there any observations or suggestions given by the audit committee last year for improving the accounting system of the company? 10. If yes, list three of those suggestions. 11. How many financial or accounting experts are on the audit committee? 12. Does the audit committee review the risk management or minimization process? 13. Was there any incidence in the last three years when the audit committee sought the help of some external expert? 14. Are the statutory auditors always appointed and their remuneration is decided on the recommendation of the audit committee? 15. Does audit committee review the terms of appointment and remuneration of internal auditors? 16. Does audit committee discuss with the CFO or other senior management personnel about the major observations or qualifications made by the auditors before the financial statements are submitted to the Board of directors? 17. Does audit committee give any reactions on the observations made by the auditors on accounting policies, some major adjustments, related party transactions etc.? 18. Does audit committee review quarterly financial performance also with the management? 19. Does audit committee discus with the management the performance of the internal and statutory auditors and internal control systems? 20. Does audit committee meet the statutory auditors before the annual audit to discuss the scope and nature of audit and after the audit to know any specific area of concern or improvement? 21. If the whistle blower mechanism exists in the company does it fall under the scope of audit committee? Does the audit committee discuss and review the management discussion and analysis on the financial and operating performance of the company?

Corporate Governance on Yes Bank Ltd.

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