ICICI Bank 2006 Annual Report Download - page 13

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12
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. This Code is also available on the website of the Bank, www.icicibank.com. In terms of the revised
Clause 49 of the listing agreement, a confirmation from the Managing Director & CEO regarding compliance
with the Code by all the Directors and Senior Management is given on page 27 of the Annual Report.
CEO/CFO certification
In terms of revised Clause 49 of the Listing Agreement, the certification by the CEO and CFO on the
financial statements and internal controls relating to financial reporting has been obtained.
Board of Directors
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
eight committees, namely, Audit Committee, Board Governance & Remuneration Committee, Credit
Committee, Fraud Monitoring Committee, Risk Committee, Share Transfer & Shareholders’/Investors’
Grievance Committee, Committee of Directors and Asset Liability Management Committee.
In view of similarity of powers and functions of the Agriculture & Small Enterprises Business (ASEB)
Committee and Credit Committee, ASEB Committee was dissolved effective October 13, 2005 and the
powers of the ASEB Committee were vested in the Credit Committee. Further, as the Bank’s budget and
other strategic issues were being reviewed directly by the Board at its annual offsite meeting convened
for this purpose, the Business Strategy Committee was dissolved effective April 29, 2006.
A majority of these Board Committees are chaired by independent professional Directors, and mainly
consist of independent Directors.
At March 31, 2006, the Board of Directors consisted of 17 Members. There were six meetings of the
Board during fiscal 2006 – on April 30, July 30, August 20 and October 13 in 2005 and January 20 and
March 3-4 in 2006. The names of Board Members, their attendance at Board Meetings during the year
and the number of other directorships and board committee memberships held by them at March 31,
2006 are set out in the following table:
Directors’ Report
Young Stars
A special portal for children
to learn banking basics,
manage personal finances
and have a lot of fun.
bank@campus
This student banking service gives students
access to their account details at the click of
a mouse. Plus, the student gets a cheque
book, debit card and annual statements.
Savings Accounts
Convenience is the name of the game
with ICICI Bank’s savings account.
Whether it is an ATM/debit card, easy
withdrawal, easy loan options or
internet banking, ICICI Bank’s savings
account always keeps you in touch
with your money.
Enriching lives and enhancing lifestyles at every stage