CORPORATE GOVERNANCE & ETHICS AT HDFC BANK

VISION & MISSION

Vision To be customer driven best managed enterprise that enjoys market leadership in providing housing related finance. Mission To provide a package of attractive financial services for housing purposes through a competent and motivated team of employees using the state of the art technology to maintain financial stability and growth of the organization whilst contributing to the national goal of providing decent housing to all.

CORE VALUE
Operational excellence Product leadership People Customer focus Sustainability

CORPORATE GOVERNANCE
The companys corporate governance framework has been developed in compliance with the Companies Act, the regulations and guidelines of the Securities and Exchange Board of India (SEBI) and the requirements of the listing agreements entered into with the Indian stock exchanges. Company also complies with certain standards of corporate governance set forth in section 303A of the NYSE's Listed Company Manual. The company has a strong and independent Board composed of six independent Directors and five non-independent Directors. With the exception of three Directors, all the others are non-executive Directors.

CORPORATE GOVERNANCE
The Board has also constituted various committees to take informed decisions in the best interests of the Bank and that of our customers. These committees include the
Audit and Compliance Committee, Compensation Committee, Investor Grievance Committee, Risk Policy and Monitoring Committee, Credit Approval Committee, Premises Committee, Nomination Committee, Fraud Monitoring Committee and Customer Service Committee.

CORPORATE SOCIAL RESPONSIBILITY

The bank has a five member CSR committee; it spearheads the companys agenda of building efforts in realms of CSR, Sustainability and Business responsibility. The committee meets at least once every six months to discuss progress and set future course of action. Company won the best CSR award at the Business Responsibility awards 2007. HDFC bank has been reporting their CSR and other related activities in a Business Responsibility Report. However their CSR expenditure is not available on the public domain. HDFC has been concentrating its efforts to environmental and many social concerns. It is dedicated to:
Reducing the use of paper (e-transactions) Energy conservation (use of CFLs in branches) Exploring renewable energy (solar ATMs) Better management of waste (recycling paper and plastic) Green procurement (purchasing energy star rated products) Improvement of financial stability of people in rural areas (92% of all branches in rural/semi urban areas)

CORPORATE SOCIAL RESPONSIBILITY

Sustainable Livelihood Initiative Educational Crisis Scholarship Support (ECSS) Program Specialized products for betterment of economically weaker sections of the society Kisan Gold Cards (personal accident insurance, w/o hassles of traditional time-bound banking, helps alleviate cash flow problems) Grameen loans Several community engagement initiatives have been undertaken by the company such as Training and employment of youth at Puttarparthi (Andhra Pradesh), to be employed at the branches.

CODE OF ETHICS
Adopted in 2004, HDFC has a written code of ethics applicable to the Managing Director (Chief Executive Officer), the Chief Financial Officer, members of the senior management and all officials of the Bank one level below the Board. Copy of code of ethics is available to any person without charge upon request. The code provides comprehensive details about:
Ethical conduct Conflict of interest Confidentiality of information Disclosure of information Compliance with governmental laws, rule and regulations Variation of the code and waivers Contract or term of employment Violation of code

CODE OF ETHICS
The business responsibility report gives the outline of the Code of conduct and ethics manual, a Board-approved guideline. The guiding principles in the manual are in tandem with the NVGs prescribed by the MCA. Also adopted in 2004, a whistle blower policy that contains procedures for receiving, retaining and treating complaints received, and procedures for the confidential and anonymous submission by employees. Employees are encouraged to report questionable accounting matters or any fraudulent financial information provided to the shareholders, the government or the financial markets, or any conduct that results in a violation of law by the Bank (on an anonymous basis, if employees so desire). Under this policy any discrimination, retaliation or harassment of any kind against any employee who reports such information or participates in an investigation is prohibited. Comprehensive conduct of conduct for DSA (or Direct Selling Agents)

Thank You