Update on Yes Bank Board Matters

Published On: November 21st 2018 at 8:39 AM

Yes Bank LimitedWith regards to the recent developments at YES BANK, the Board of Directors have authorized Shri Brahm Dutt – Chairman, Nomination & Remuneration Committee (“N&RC”) and Rana Kapoor, MD&CEO to issue the following additional update to reiterate the strong commitment and solidarity of the Board of Directors towards YES BANK, as
also to address queries raised by some media and investors.

1. Resignations from YES BANK Board:
The Bank would like to state that post the Resignations of the 3 Board Members- Shri Ashok Chawla, Shri Vasant
Gujarathi and Shri Rentala Chandrashekhar, the Board now consists of 7 Board Members with the addition of one Board Member Shri Uttam Prakash Agarwal concurrently.

All the 7 Board Members are fully committed to discharging their duties on the Board, as also enabling YES BANK to manage and emerge from the current transition period.

2. Current Board composition:
The Board consists of the following Board members in addition to the MD&CEO, Shri Rana Kapoor:

a) Shri Brahm Dutt- Former Secretary, Government of India has be~n on YES BANK Board since July 24,2013, is Chairman of Nomination & Remuneration Committee and also a Member of Audit Committee; Risk Monitoring Committee; Board Credit Committee; Fraud Monitoring Committee; Committee on Willful Defaulters and Non-cooperative Borrowers; and Committee of Independent Directors.

b) Lt Gen (Dr.) Mukesh Sabharwal (Retd.)- Former Adjutant General in the Indian Army is on YES BANK Board since April 25, 2012, is Chairman of Corporate Social Responsibility Committee and Service Excellence, Branding and Marketing Committee and also a Member of Risk Monitoring Committee; Nomination & Remuneration Committee; Board Credit
Committee; IT Strategy Committee; Audit Committee; and Committee of Independent Directors.




c) Shri Ajai Kumar- Ex CMD of Corporation Bank, is on YES BANK Board since January 29, 2016, is Chairman of Board Credit Committee; and Stakeholders Relationship Committee; and also a Member of Risk Monitoring Committee; IT Strategy Committee; Service Excellence, Branding and Marketing Committee; Fraud Monitoring Committee; and Capital Raising Committee.

d) Shri Subhash Kalia – Former ED of Union Bank and Vijaya Bank joined YES BANK Board on April 03, 2018, is Chairman of Risk Monitoring Committee; and also a Member of Audit Committee; Nomination & Remuneration Committe~; Fraud Monitoring Committee; IT Strategy Committee; Board Credit Committee; and Committee on Willful Defaulters and Non-cooperative Borrowers.

e) Dr. Pratima Sheorey – is the Director of SCMHRD Pune and joined YES BANK Board on April 26, 2018 and Member of Service Excellence, Branding and Marketing Committee; Corporate Social Responsibility Committee; IT Strategy Committee; and Committee of Independent Directors.

f) Shri Uttam Prakash Agarwal -Past President of ICAl, is a leading Chartered Accountant, has been inducted on the Board on November 14, 2018 as an Additional Director (Independent) and will Chair the Audit Committee; and also a Member of ,Fraud Monitoring Committee; Committee on Willful Defaulters and Non-cooperative Borrowers; Stakeholders Relationship Committee; Capital Raising Committee; and Committee of Independent Directors.

The Board of Directors represent seasoned leaders with proven credentials, and represent critical committees on the Board in accordance with their areas of Expertise.

3. New CEO appointment, Expansion of the Board, and Next Board Meeting:

The above resignations bear no impact on the new MD&CEO selection process. Therefore, the new MD&CEO selection process is on track, as per committed timelines.

The Search & Selection Committee (“SSC”) and the N&RC is scheduled to convene on December 12, 2018 to discuss the final shortlist for new MD&CEO appointment.

Pursuant to this meeting, the Board of Directors is scheduled to convene on December 13, 2018. The Board will discuss, inter-alia, and take suitable actions on:

• Two replacement Independent Directors as per the provisions cif the Companies Act, 2013 and Banking Regulation Act, 1949;

• Shortlisting of Director with Information Technology & Cyber Security Expertise (as a replacement of Shri Rentala Chandrashekhar);

• Evaluate new Chairman for approval by RBI;

• To seek review from the SSC on the progress of s~lection of candidates for the post of MD&CEO.




4. Promoter Groups:

It is being reported by the MD&CEO, Shri Rana Kapoor who is also the largest shareholder and promoter of the Bank, that efforts are underway for mutual resolution with Ms. Madhu Kapur & family, the Co-promoter of the Bank. This is intended to ensure better support and coordination by the 2 promoter groups with the Board of Directors of the Bank.