ICICI Bank 2003 Annual Report Download - page 38

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36
Directors’ Report
PERSONNEL
As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies
(Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are
set out in the Annexure to the Directors’ Report.
APPOINTMENT OF NOMINEE DIRECTORS ON THE BOARD OF ASSISTED COMPANIES
ICICI had a policy of appointing nominee Directors on the Boards of certain borrower companies based on loan
covenants, with a view to enable monitoring of the operations of those companies. Subsequent to the merger,
ICICI Bank continues to nominate Directors on the Boards of assisted companies. Apart from the Bank’s
employees, experienced professionals from the banking, government and other sectors are appointed as
nominee Directors. ICICI Bank has 144 nominee Directors on the boards of 280 companies, of whom 83 are
employees of the Bank. The Bank has a Nominee Director Cell for maintaining records of nominee directorships.
CORPORATE GOVERNANCE
ICICI Bank has established a tradition of best practices in corporate governance. The corporate governance
framework in ICICI Bank is based on an effective independent Board, the separation of the Board’s supervisory
role from the executive management and the constitution of Board Committees generally comprising a majority
of independent Directors and chaired by an independent Director to oversee critical areas.
I. Philosophy of Corporate Governance
ICICI Bank’s corporate governance philosophy encompasses not only regulatory and legal requirements,
such as the terms of listing agreements with stock exchanges, but also several voluntary practices aimed
at a high level of business ethics, effective supervision and enhancement of value for all stakeholders.
II. Board of Directors
ICICI Bank has a broad-based Board of Directors, constituted in compliance with the Banking Regulation
Act, 1949, Companies Act, 1956 and listing agreement with stock exchanges and in accordance with
best practices in corporate governance. The Board functions either as a full Board or through various
committees constituted to oversee specific operational areas. The Board has constituted nine committees,
viz. Audit Committee, Agriculture & Small Enterprises Business Committee, Board Governance &
Remuneration Committee, Business Strategy Committee, Credit Committee, Risk Committee, Share Transfer
& Shareholders’/Investors’ Grievance Committee, Committee of Directors and Asset Liability Management
Committee. A majority of these Board Committees are chaired by independent professional Directors,
and mainly consist of independent Directors. The constitution of these Committees is given hereafter.
At March 31, 2003, the Board of Directors consisted of 19 members. There were nine meetings of the
Board during fiscal 2003 – on April 12, April 24 & 26, May 3, June 21-22, July 31, September 16 and
October 31 in 2002 and January 31 and March 28 in 2003. The names of Board members, their attendance
at Board meetings and the number of other directorships and Board Committee memberships held by
them at March 31, 2003 are given overleaf.