ICICI Bank 2003 Annual Report Download - page 52

50
Directors’ Report
the ESOS as amended by the Scheme of Amalgamation of ICICI, ICICI PFS and ICICI Capital with ICICI Bank,
the maximum number of options granted to any employee is limited to 0.05% of ICICI Bank’s issued equity
shares at the time of the grant, and the aggregate of all such options is limited to 5% of ICICI Bank’s issued
equity shares after the merger of ICICI with ICICI Bank. The options vest in a graded manner over a three-year
period, with 20%, 30% and 50% of the grants vesting in each year, commencing not earlier than 12 months
from the date of grant. The options can be exercised within ten years from the date of grant or five years from
the date of vesting, whichever is later. The exercise price of the options is the closing market price on the stock
exchange which records the highest trading volume on the date of grant.
On the basis of the recommendation of the Board Governance & Remuneration Committee, the Board at
its meeting on April 25, 2003 approved a grant of 7.3 million options for fiscal 2003 to eligible employees
(including wholetime Directors). Each option confers on the employee a right to apply for one equity share
of Rs. 10 of ICICI Bank at Rs. 132.05, the closing market price on the date of the grant on the National Stock
Exchange, which recorded the highest trading volume on that date.
The total number of shares of ICICI Bank covered by the ESOS as approved by the shareholders is 30,651,720.
The particulars of options granted by ICICI Bank as at June 27, 2003 are given below:
Options granted ............................................................................................. 21,248,975
Options vested .............................................................................................. 6,260,605
Options exercised .......................................................................................... 22,970
Options forfeited/lapsed ................................................................................ 1,289,350
Extinguishment or modification of options ................................................. —
Amount realised by sale of options ............................................................. 3,578,812
Total number of options in force ................................................................. 19,936,655
Options granted by ICICI Bank to senior managerial personnel for fiscal 2003 are as follows: K. V. Kamath –
1,20,000, H. N. Sinor – 100,000, Lalita Gupte – 110,000, Kalpana Morparia – 100,000, S. Mukherji – 100,000,
Chanda Kochhar – 80,000, Nachiket Mor – 80,000, Ramni Nirula 75,000, Balaji Swaminathan – 75,000 and
P. H. Ravikumar – 44,000. No employee has a grant, in any one year, of options amounting to 5% or more of
total options granted during that year. No employee was granted options during any one year equal to or
exceeding 0.05% of the issued capital of ICICI Bank at the time of the grant.
DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors confirm:
1. that in the preparation of the annual accounts, the applicable accounting standards have been followed,
along with proper explanation relating to material departures;
2. that they have selected such accounting policies and applied them consistently and made judgements
and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs
of the Bank at the end of the financial year and of the profit or loss of the Bank for that period;