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Corporate Governance

Presented To: Prof. Shaikh

Presented By:

Hely Bhatt (PG-11-064)

Vipin Yadav (PG-11-120)

Hemant Verma (PG-11-)

Date: 30-01-2013

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INTRODUCTION

HDFC Bank is headquartered in Mumbai. As on March 31, 2012, the Bankhas a network of 2,620 branches in 1,454 cities across India. All branches arelinked on an online real-time basis.

HDFC Bank Limited is an Indian financial services company based in

Mumbai, Maharashtra that was incorporated in August 1994.

HDFC Bank is the fifth or sixth largest bank in India by assets and the firstlargest bank by market capitalization as of November 1, 2012.

The bank was promoted by the Housing Development Finance Corporation, apremier housing finance company (set up in 1977) of India

HDFC Bank deals with three key business segments. - Wholesale BankingServices, Retail Banking Services, Treasury.

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MANAGEMENT

Mr. C.M. Vasudev has been appointed as the Chairman of the Bank with effectfrom 6th July 2010. Mr. Vasudev has been a Director of the Bank since October2006.

The Managing Director, Mr. Aditya Puri, has been a professional banker for

over 25 years, and before joining HDFC Bank in 1994 was heading Citibank'soperations in Malaysia.

AWARDS

Economic Times ET Awards for Corporate Excellence - Company of theYear 2012

CNBC TV18's India Best Banks and Financial Institutions Awards 2012 BestPrivate sector Bank

Forbes Asia Fab 50 Companies - Winning for the 6th year

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SHARE HOLDING PATTERN

CATEGORY OF SHAREHOLDER NUMBER OF

SHARE-

HOLDERS

TOTAL NUMBER OF

SHARES

CORPORATE BODIES 3 54,32,16,100

MUTUAL FUNDS/UTI 84 9,51,10,943

FINANCIAL INSTITUTIONS/BANKS 44 5,89,688

CENTRAL GOVT/STATE GOVT 5 2,19,272

INSURANCE COMPANIES 7 11,60,05,532

FOREIGN INSTITUIONAL

INVESTORS809 79,69,78,715

QUALIFIED FOREIGN INVESTORS 1 2,874

TOTAL 950 1,00,89,07,024

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COMPOSITION OF BOARD

The Board has a strength of eleven (11) Directors as on March 31, 2010. All

Directors other than Mr. Aditya Puri, Mr. Harish Engineer and Mr. Paresh

Sukthankar are non-executive directors.

The Bank has five independent directors and six non-independent directors.

The Board consists of eminent persons with considerable professional

expertise and experience in banking, finance, agriculture, small scaleindustries and other related fields.

None of the Directors on the Board is a member of more than ten (10)

Committees and Chairman of more than five (5) Committees across all the

companies in which he/she is a Director.

Mr. Jagdish Capoor, Mr. Keki Mistry, Mrs. Renu Karnad, Mr. Aditya Puri,

Mr. Harish Engineer and Mr. Paresh Sukthankar are non-independent

Directors on the Board.

Mr. Arvind Pande, Mr. Ashim Samanta*, Mr. Gautam Divan, Mr. C. M.

Vasudev and Dr. Pandit Palande are independent directors on the Board.

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CODE OF CONDUCT

This Code of Ethics / Conduct intends to ensure adherence to highest

business and ethical standards while conducting the business of the Bank

and compliance with the legal and regulatory requirements.

Code of Ethics/Conduct is applicable to the following persons.

The Board Members

Officials of the Bank one level below the Board

Ethical Conduct

The Board members / Officials shall engage in and promote honest and

ethical conduct of business, including the ethical handling of actual and /

or apparent conflicts of interest between personal and professional

relationships.

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Conflict of Interest

The Board members / Officials shall avoid conflict of interest and discloseto the Board any material transaction or relationship that reasonably could

be expected to give rise to such a conflict.

Confidentiality of Information

The Board members / Officials shall ensure and take all reasonablemeasures to protect the confidentiality of non-public information about theBank, its business, customers and other materially significant informationobtained or created in connection with any activities with the Bank and to

prevent the unauthorised disclosure of such information unless required byapplicable laws or regulations or legal or regulatory process.

Compliance with Governmental Laws, Rules and Regulations

The Board members / Officials shall comply with all the applicablegovernmental laws and the applicable rules and regulations.

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Committees for Good

Governance Audit Compliance Committee

Compensation Committee

Investor Grievance Committee

Risk Monitoring Committee Credit Approval Committee

Premise Committee

Nomination Committee

Customer Service Committee

Fraud Monitoring Committee

Code for preventing Insider Trading

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CORPORATE GOVERNANCE RATING

The bank was amongst the first four companies, which subjected itself to a

Corporate Governance and Value Creation (GVC) rating by the rating

agency, The Credit Rating Information Services of India Limited

(CRISIL).

The rating provides an independent assessment of an entity's current

performance and an expectation on its "balanced value creation and

corporate governance practices" in future.

The bank was assigned a 'CRISIL GVC Level 1' rating in January 2007

which indicates that the bank's capability with respect to wealth creation

for all its stakeholders while adopting sound corporate governance

practices is the highest.

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CONCLUSION

India's leading housing finance company, premier banks providing awide range of financial products and services to its over 18 million

customers across hundreds of Indian cities.

Leading player - Retail banking, wholesale banking, and treasury

operations, its three principal business segments.

The bank is committed to maintain the highest level of ethical

standards, professional integrity, corporate governance and regulatory

compliance.

Business philosophy - Four core values: Operational Excellence,

Customer Focus, Product Leadership and People.

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Contd

The bank's competitive strength clearly lies in the use of

technology and the ability to deliver world-class service

with rapid response time. Over the last 13 years, the

bank has successfully gained market share in its target

customer franchises while maintaining healthyprofitability and asset quality.

Leading Indian and international publications have

recognized the bank for its performance and quality.

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Credit Rating The Bank has its deposit programs rated by two rating agencies - Credit

Analysis & Research Limited (CARE) and Fitch Ratings India PrivateLimited

The Bank's Fixed Deposit programme has been rated 'CARE AAA (FD)'

[Triple A] by CARE and "AAA (ind)" rating by Fitch Ratings India Pvt.

Ltd

Corporate Governance Rating The bank was one of the first four companies, which subjected itself to

a Corporate Governance and Value Creation (GVC) rating by CRISIL

The bank was assigned a 'CRISIL GVC Level 1' rating in January 2007

which indicates that the bank's capability with respect to wealth creation

for all its stakeholders while adopting sound corporate governance

practices is the highest.

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THANK YOU