ICICI Bank 2005 Annual Report Download - page 17

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I. Philosophy of Corporate Governance
II. Board of Directors
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.
Whistle Blower Policy
In line with the best international governance practices and the Sarbanes-Oxley Act, ICICI Bank has
formulated a Whistle Blower Policy for the ICICI group. In terms of this policy, employees of ICICI Bank and
its group companies are free to raise issues, if any, which they may have on the accounting policies and
procedures adopted for any area or item and report the same to the Audit Committee through appropriate
channels. The above mechanism has been communicated within the Bank across all levels and has been
posted on the Bank’s intranet.
Prevention of Insider Trading
ICICI Bank has instituted a comprehensive code of conduct for prevention of insider trading namely, ICICI
Bank Code of Conduct for Prevention of Insider Trading in accordance with the requirements of SEBI
(Prohibition of Insider Trading) Regulations, 1992.
Code of Business Conduct and Ethics
The Board of Directors has approved a Code of Business Conduct and Ethics for Directors and employees
of ICICI Bank.
ICICI Bank has a broad-based Board of Directors, constituted in compliance with the Banking Regulation
Act, 1949, Companies Act, 1956 and listing agreements entered into 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
10 committees, namely, Agriculture & Small Enterprises Business Committee, Audit Committee, Board
Governance & Remuneration Committee, Business Strategy Committee, Credit Committee, Fraud
Monitoring Committee, Risk Committee, Share Transfer & Shareholders’/Investors’ Grievance Committee,
Committee of Directors and Asset Liability Management Committee. These Board Committees are
generally chaired by independent Directors and independent Directors constitute a majority of the
members.
“To tap the unmet financial services needs of rural
India, we are making significant strides by using
technology based solutions, financial innovations
and multiple delivery channels to provide
customised products and services for all the rural
customer segments. As a leader in project finance
we are also uniquely placed to support the upsurge
in industrial capacity creation by leveraging our
competence to lead manage complex financial
transactions.”
Nachiket Mor
Executive Director
15
Directors’ Report
Dickenson Tel: 022-2625 2282