ICICI Bank 2004 Annual Report Download - page 19

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Directors’ Report
III. Agriculture & Small Enterprises Business Committee
IV. Audit Committee
V. Board Governance & Remuneration Committee
Terms of Reference
The functions of the Committee include review of the business strategy of the Bank in the agri-business
and small enterprises segments and review of the quality of the agricultural lending and small
enterprises finance credit portfolio.
Composition
The Agriculture & Small Enterprises Business Committee, constituted effective July 1, 2003, comprises
five independent Directors, namely, N. Vaghul, Satish C. Jha, Somesh R. Sathe, M. K. Sharma and
P. M. Sinha and is chaired by N. Vaghul.
There was one Meeting of the Committee during the year which was attended by all the Members of
the Committee.
Terms of Reference
The Committee provides direction to the audit and risk management function and monitors the quality
of internal and statutory audit. The responsibilities of the Audit Committee include overseeing of the
financial reporting process to ensure fairness, sufficiency and credibility of financial statements,
recommendation of appointment and removal of central and branch statutory auditors and fixation of
their remuneration, review of the annual financial statements before submission to the Board, review
of the adequacy of internal control systems and the internal audit function, review of compliance with
the inspection and audit reports of RBI and reports of statutory auditors, review of the findings of
internal investigations, discussion on the scope of audit with external auditors and examination of
reasons for substantial defaults, if any, in payment to stakeholders.
Composition
The Audit Committee comprises three independent Directors and is chaired by Uday M. Chitale. There
were six meetings of the Committee during the year. The details of composition of the Committee and
attendance at its Meetings are given in the following table:
1Appointed as Alternate Chairman of the Audit Committee effective July 22, 2004.
2R. Seshasayee was the Chairman of the Audit Committee upto October 31, 2003. On his resignation, Uday M. Chitale
was elected as the Chairman of the Audit Committee effective January 29, 2004.
Terms of Reference
The functions of the Committee include recommendation of appointments to the Board, evaluation of
the performance of the Managing Director & CEO and wholetime Directors on pre-determined
parameters, recommendation to the Board of the remuneration (including performance bonus and
perquisites) to wholetime Directors, approval of the policy for and quantum of bonus payable to the
members of the staff, framing of guidelines for the Employees Stock Option Scheme and
Name of Member Number of Meetings attended
6
6
3
3
Uday M. Chitale, Chairman
Somesh R. Sathe 1
M.K. Sharma (w.e.f. August 25, 2003) 2
R. Seshasayee (upto October 31, 2003)
19
dickenson intellinetics 5690 2791 ICICI Annual Report 2004