ICICI Bank 2005 Annual Report Download - page 19

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Composition
The Agriculture & Small Enterprises Business Committee comprises four independent Directors and is
chaired by N. Vaghul. There were three meetings of the Committee during the year. The details of the
composition of the Committee and attendance at its Meetings are given in the following table:
IV. Audit Committee
Terms of Reference
The responsibilities of the Committee include overseeing the financial reporting process to ensure
fairness, sufficiency and credibility of financial statements, recommending appointment and removal of
central and branch statutory auditors and fixing 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 customer service initiatives and functioning of customer service council,
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. The Committee
provides direction to the internal audit function and monitors the quality of internal and statutory audit.
Composition
The Audit Committee comprises three independent Directors and is chaired by Uday M. Chitale, a
chartered accountant. There were six meetings of the Committee during the year. The details of the
composition of the Committee and attendance at its Meetings are given in the following table:
V. Board Governance & Remuneration Committee
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 other 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 recommendation
of grant of stock options to the employees and wholetime Directors of ICICI Bank and its subsidiary
companies.
17
Directors’ Report
Number of Meetings attended
N. Vaghul, Chairman
Somesh R. Sathe
M. K . Sharma
P. M. Sinha
Satish C. Jha (up to September 20, 2004)
Name of Member
3
3
3
3
1
Number of Meetings attended
Uday M. Chitale, Chairman
M. K . Sharma, Alternate Chairman
Somesh R. Sathe
Name of Member
6
5
6
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