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CORPO RATE GOVER NANCE BUSINE SS ETHICS 2010

CORPORATE GOVERNANCE & BUSINESS ETHICS

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CORPORATE GOVERNANCE & BUSINESS ETHICS

SR.NO.

PARTICULARS

PAGE NO.

INDUSTRIAL DEVELOPMENT BANK OF INDIA
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Philosophy of Corporate Governance Board of Directors Types of Committees Code of Conduct

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PEPSI CO. LTD.

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INGREDIENTS IN PEPSI EFFECTS OF CONSUMING PEPSI

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INDEX

INDUSTRIAL DEVELOPMENT BANK OF INDIA {IDBI}

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PHILOSPHY OF CORPORATE GOVERNANCE
IDBI Bank is committed to upholding the highest standards of Corporate Governance in its operations. IDBI Bank’s policies and practices are not only in line with the statutory requirement but also reflect its commitment to operate in the best interest of its stakeholders. The responsibility for maintaining high standards of governance lies with IDBI Bank’s Board of Directors and various Committees of the Board, which are empowered to monitor implementation of the best Corporate Governance practices including making of necessary disclosures within the framework of legal and regulatory provisions and banking conventions. In this direction, IDBI Bank is committed to ensure that the Bank’s Board of Directors continues to be constituted as per the prescribed norms, meets regularly as per the prescribed frequency, provides effective leadership, exercises control over the management, monitors executive performance and makes appropriate disclosures. In addition, establishment of framework of strategic control and continuous reviewing of its efficacy and establishment of clearly documented and transparent management processes for policy development,

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CORPORATE GOVERNANCE & BUSINESS ETHICS implementation and review, decision-making, monitoring, control and reporting are the other policy directives. IDBI Bank provides free access to the Board to all relevant information, advices and resources to enable it to carry out its role effectively.

BOARD OF DIRECTORS
IDBI Bank’s Board of Directors is broad-based and constitution thereof is governed by the provisions of the Banking Regulation Act, 1949, the Companies Act, 1956, the Articles of Association of the Bank and satisfies the requirements of corporate governance as envisaged in the Listing Agreement with the Stock Exchanges. The Board functions through itself as well as various Board Committees constituted to provide focussed governance in important functional areas of the Bank.

Names of Directors
Whole Time Directors 1. Shri Yogesh Agarwal, CMD 2. Shri O. V. Bundellu, DMD 3. Shri Jitender Balakrishnan, DMD Non Executive Directors 1. Shri Arun Ramanathan 2. Shri Ajay Shankar

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CORPORATE GOVERNANCE & BUSINESS ETHICS Independent Directors 1. Shri Analjit Singh 2. Smt. Lila Firoz Poonawalla 3. Shri K. Narasimha Murthy 4. Shri R. V. Gupta 5. Shri H. L Zutshi 6. Shri A. Sakthivel 7. Shri Chandra Prakash Jain 8. Shri Subhash Tuli

TYPES OF COMMITEES
No Director on the Board of IDBI Bank is in any way related to any other Director on the Board of the Bank. The Board has in total seven committees, namely, 1. Executive Committee. 2. Audit Committee. 3. Shareholders’ / Investors’ Grievance Committee. 4. Frauds Monitoring Committee. 5. Risk Management Committee. 6. Customer Service Committee. 7. Information Technology Committee. 1. Executive Committee Composition and brief terms of reference Apart from the Board, IDBI Bank continues to have an Executive Committee to consider the matters apart from the policy matters and those specifically required to be considered by the Board and to exercise such other powers as delegated to it by the Board. As on March 31, 2009, Shri Yogesh Agarwal, CMD was the Chairman of the Committee with S/Shri O. V. Bundellu, Jitender Balakrishnan, DMDs, Arun Ramanathan, K. Narasimha Murthy, H. L. Zutshi and Subhash Tuli as members.

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Number of Meetings During the period April 1, 2008 – March 31, 2009, 12 meetings of the Executive Committee were held on April 26, 2008, May 30, 2008, June 28, 2008, July 22, 2008, August 29, 2008, September 26, 2008, October 24, 2008, November 28, 2008, December 18, 2008, January 23, 2009, March 3, 2009 and March 20, 2009. 2. Audit Committee Composition and brief terms of reference As on March 31, 2009, Audit Committee of the Board (ACB) comprised of five members with two Executive Directors and three Independent Directors. Shri K. Narasimha Murthy, a qualified Chartered-cum-Cost Accountant was the Chairman of the Audit Committee and S/Shri O. V. Bundellu, Jitender Balakrishnan, DMDs, H. L. Zutshi, and Subhash Tuli were the other members. S/Shri O. V. Bundellu, and Jitender Balakrishnan were the Executive Directors and the remaining three members were Independent Non-Executive Directors. The Role & Powers of ACB were in line with the provisions of revised Clause 49 of the Listing Agreement, Section 292A of the Companies Act, 1956 and relevant RBI guidelines. No personnel has been denied access to the Audit Committee. Appointment of Statutory Auditors was made with the approval of RBI as per the provisions of the Banking Regulation Act, 1949. The matters dealt with by the ACB, inter-alia, included review of quarterly / half yearly / annual accounts, Internal Audit Reports, compliance of RBI Inspection Reports, etc. Number of Meetings ACB met 10 times during the period April 1, 2008 – March 31, 2009 on April 26, 2008, June 23, 2008, July 22, 2008,

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CORPORATE GOVERNANCE & BUSINESS ETHICS August 29, 2008, October 24, 2008, December 18, 2008, January 05, 2009, January 22, 2009, March 03, 2009 and March 21, 2009.

3. Shareholders’ / Investors’ Grievance Committee Composition and brief terms of reference As on March 31, 2009, the Shareholders’ / Investors’ Grievance Committee (S/IGC) of IDBI Bank comprised of five members with 2 Executive Directors and 3 independent Non-Executive Directors, viz., S/Shri H.L Zutshi, Chairman, O. V. Bundellu, Jitender Balakrishnan, DMDs, Analjit Singh and Subhash Tuli, as members. The Committee has been constituted to look into the redressal of shareholders’ and investors’ grievances pertaining to transfer of shares, non-receipt of Annual Report, nonreceipt of declared dividend, etc. Number of Meetings During the period April 1, 2008 – March 31, 2009, 4 meetings were held on June 28, 2008, September 26, 2008, December 18, 2008 and March 20, 2009. 4. Frauds Monitoring Committee Composition and brief terms of reference A Frauds Monitoring Committee had been set up to look into fraud related aspects of the Bank. As on March 31, 2009, the Committee comprised Shri Subhash Tuli as Chairman and S/Shri O. V. Bundellu, Jitender Balakrishnan, DMDs, A. Sakthivel and Smt. Lila Firoz Poonawalla as its members.

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Number of Meetings During the period April 1, 2008 – March 31, 2009, 2 meetings of the Frauds Monitoring Committee were held on September 26, 2008 and January 23, 2009.

5. Risk Management Committee Composition and brief terms of reference The Risk Management Committee of IDBI Bank consisted of five members as on March 31, 2009, viz., S/Shri O. V. Bundellu, Jitender Balakrishnan, DMDs, K. Narasimha Murthy, Subhash Tuli and Smt. Lila Firoz Poonawalla, Directors. The Committee assesses various risks associated with the business of the Bank, their mitigation and also addresses the issues relating to asset liability mismatch. Number of Meetings During the period April 1, 2008 – March 31, 2009, four meetings of the Risk Management Committee were held on June 28, 2008, September 26, 2008, December 18, 2008 and March 20, 2009. 6. Customer Service Committee Composition and brief terms of reference To look into the customer grievances and effective service to customers in the retail banking segment, a Customer Service Committee had been set up by IDBI Bank. As on March 31, 2009, it comprised Shri Analjit Singh as Chairman and S/Shri O. V. Bundellu, Jitender Balakrishnan, DMDs, A. Sakthivel and Smt. Lila Firoz Poonawalla as its members.

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CORPORATE GOVERNANCE & BUSINESS ETHICS Number of Meetings During the period April 1, 2008 – March 31, 2009, 2 meetings of the Customer Service Committee were held on September 26, 2008 and March 20, 2009.

7. Information Technology Committee Composition and brief terms of reference In view of the measures taken by IDBI Bank to put in place a technology platform for rendering various services to its clients, to help in streamlining the approach, launch of products and provision of services, Information Technology Committee had been set up by your Bank. As on March 31, 2009, it comprised Smt. Lila Firoz Poonawalla as Chairperson and S/Shri O. V. Bundellu, Jitender Balakrishnan, DMDs, H. L. Zutshi and Analjit Singh as members. Number of Meetings During the period April 1, 2008 – March 31, 2009, 4 meetings of the Information Technology Committee were held on June 28, 2008, September 26, 2008, December 18, 2008 and March 20, 2009.

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COMPLIANCE OF CODE OF CONDUCT
Code of Conduct and Ethics The Board of Directors of IDBI Bank has adopted a Code of Conduct and Ethics for Directors, Officers and Employees of the Bank. In compliance of the requirement of revised Clause 49 of the Listing Agreement, a declaration signed by Chairman & Managing Director about affirmation of compliance of the code of conduct by Board members and Senior Management Personnel of the Bank is as follows: Prevention of Insider Trading In accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992, IDBI Bank has instituted a comprehensive code of conduct for Prevention of Insider Trading. CEO/CFO Certification In terms of the revised Clause 49 of the Listing Agreement, the certification by the CEO and CFO on the financial statements and internal controls relating to financial reporting has been obtained and submitted to the Board. Whistle Blower Policy IDBI Bank’s Board has adopted a whistle blower policy. In terms of this policy, employees are free to raise issues, if any, pertaining to Bank’s operations and report them to the

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CORPORATE GOVERNANCE & BUSINESS ETHICS Audit Committee through specified channels. This mechanism has been circulated and also posted on the Bank’s intranet.

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INGREDIENTS IN PEPSI
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Potassium Benzoate:- Potassium Benzoate includes potassium and benzoate. Potassium are very important and play a vital role in biological system. Daily requirement of potassium is 4gm approximately. But the average intake is much above this values, defeciencies of these ions are rarely observed. EFFECTS Consuming more of potassium distrub the biological system as shown below. BEFORE CONSUMING PEPSI

AFTER CONSUNING PEPSI

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2. PHOSPORIC ACIDPhosporic is needed for bones and DNA of a cell in the PH of the blood. Pepsi suggests that insufficient intake of phosphorus leads to lower bone density. The study does not examine the effect of phosphoric acid, which binds with magnesium and calcium in the digestive tract to form salts that are not absorbed, but rather studies general phosphorus intake. EFFECTS Most of the soft drinks contain phosphorus, which clings to the calcium present in our body and prevents it from being absorbed into the blood-stream and the bones, eventually weakening the system. It provides a tangy or sour taste and, being a mass-produced chemical, is available cheaply and in large quantities. The low cost and bulk availability is unlike more expensive seasonings that give comparable flavors, such as citric acid which is obtainable from lemons and limes.

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3. CARBONATED WATERCarbonated water, also known as sparkling water, fizzy water, seltzer, and water with gas, (collectively as an aerated beverage), is plain water into which carbon dioxide gas has been dissolved, and is the major and defining component of most soft drinks. The process of dissolving carbon dioxide gas is called carbonation. EFFECTS Sparkling mineral water is a negligible cause of dental erosion; also known as acid erosion. While the dissolution potential of sparkling water is greater than still water, levels remain low: by comparison, carbonated soft drinks cause tooth decay at a rate of several hundred times that of regular sparkling water. Intake of carbonated beverages has not been associated with increased bone fracture risk in observational studies, and the net effect of carbonated beverage constituents on the amount of calcium in the body is negligible, leaving carbonated water as harmless as regular water.

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CAFFINE- Caffeine is a bitter, white crystalline xanthine alkaloid that is a psychoactive stimulant drug. In humans, caffeine is a central nervous system (CNS) stimulant, having the effect of temporarily warding off drowsiness and restoring alertness. Beverages containing caffeine, such as coffee, tea, soft drinks, and energy drinks, enjoy great popularity. Caffeine is the world's most widely consumed psychoactive substance, but, unlike many other psychoactive substances, it is legal and unregulated in nearly all jurisdictions. EFFECTS Other side effects from excessive caffeine consumption are diarrhoea, copious urination, while some people can even experience facial flushing. It's hard to say how much caffeine is needed to trigger these side effects because everybody's body will react differently.

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EFFECTS OF CONSUMING PEPSI
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Carbonated drinks interfere with the calciumphosphorus metabolism in the body, kill appetite and cause several other related problems. Most of these drinks contain phosphorus, which clings to the calcium present in our body and prevents it from being absorbed into the blood-stream and the bones, eventually weakening the system. High caffeine contents also works towards disadvantage of human. Some of the caffeine is as high as 33-54 ml in a single bottle. Carbonated drinks contain empty calories, which can contribute to weight gain over time. Each bottle contains approximately 145 calories. This also have sugar content, which can lead to dental cavities.

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? Gastroenterologists have a more serious reason to condemn these drinks, for caffeine, which is nervous stimulant, can be additictive and in the long run causes acid reflex or an increased production of gastric acids. They can also lead to gastro esophageal dieses and heart burn.
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Soft drinks do not have any nutritional value (in terms of vitamins and minerals). They have higher sugar content, higher acidity, and more additives such as preservatives and colorings.

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The average Ph in Pepsi is 3.4. This acidity is strong enough to dissolve teeth and bones! Our human body stops building bones at around the age of 30. After that it shall be dissolving the bones every year through the urine depending on the acidity of the food intake. All the dissolved calcium compounds get accumulated in the arteries, veins, skin, tissue and organs, which affect the functioning of the kidney assisting in formation of kidney stones. Impact of consuming cold soft drinks after each meal, is worse. Our body has an optimum temperature of 370 for the functioning of digestive enzymes. The temperature of cold soft drinks is much less than 37, sometimes quite close to 0. This lowers the effectiveness of the enzymes and puts stress on our digestive system, digesting less food. In fact the food gets fermented. The fermented food produces bad smelling, gases, decays and forms toxins, which are absorbed in the intestines; this gets circulated in the blood and is delivered to the whole body. This spread of toxins can lead to the development of various diseases.

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CONCLUSION
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Consumption soft drinks increase the carbon dioxide level in the body. It can be reduced by not consuming aerated drinks. Companies endorse superstars for their product. As there are no prohibitions on the advertisements of the company. The superstars are featured in the advertisement such way that they have being shown consuming it, but the reality is very different. To consume the drink or not is the individual’s choice. Youngsters nowadays just consume a soft drink as a fashion or style but they should think before what they do. We don’t eat what is required by our body but we consume what our mind desires. There is always alternative available for these soft drinks such as hot beverages like tea and coffee, fruit juices, ginger ale and cold team. Cold Team is very good refreshment. They are good flavored tea available in the market which is very popular. They are also good for health. Even tetra packs of ginger ale and fruit juices are hundred times better than cold drinks. Ginger ale is good for digestive system and tea strengthens the heart.

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? Coffee can be a good choice too but not in excessive amounts because it has caffeine too. Tetra pack juices have preservatives and sugar elements so they are not the best but better than soft drinks.

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Special thanks to Kanthi Mam’

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WEBLIOGRAPHY

idbibank.com ? bing.com ? en.wikipedia.org
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Presented by :
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Sarika 22 Dipti 40 Kunal 46

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