ICICI Bank 2005 Annual Report Download - page 15

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In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Bank,
N. Vaghul, Anupam Puri, M.K. Sharma and Marti G. Subrahmanyam would retire by rotation at the
forthcoming AGM and being eligible, offer themselves for re-appointment.
The Auditors, S.R. Batliboi & Co., Chartered Accountants, will retire at the ensuing AGM. The Board at its
Meeting held on April 30, 2005 has proposed the appointment of S. R. Batliboi & Co. as Auditors to audit the
accounts of ICICI Bank for fiscal 2006. You are requested to consider their appointment. Their appointment
has been approved by RBI.
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.
Erstwhile ICICI Limited (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 88 nominee directors of
whom 53 are employees of the Bank, on the boards of 158 companies. The Bank has a Nominee Director
Cell for maintaining records of nominee directorships.
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, with
majority of the members generally being independent Directors and chaired by an independent Director,
to oversee critical areas.
AUDITORS
PERSONNEL
APPOINTMENT OF NOMINEE DIRECTORS ON THE BOARD OF ASSISTED COMPANIES
CORPORATE GOVERNANCE
“As the largest provider of retail finance in the
country, we have established an extensive network
of distribution channels and service delivery teams
which are supported by a strong technology
platform. We remain committed to delivering
greater customer satisfaction and delight. Towards
this end we will focus on products and services that
will create a superior and differentiated banking
experience for our customers.”
Chanda D. Kochhar
Executive Director
13
Directors’ Report
Dickenson Tel: 022-2625 2282