ICICI Bank 2007 Annual Report Download - page 160

7
EXPLANATORY STATEMENT UNDER SECTION 173(2) OF THE COMPANIES ACT, 1956
Item Nos.10-12
The Board of Directors, at its Meeting held on April 28, 2007, has decided (based on the recommendation of the Board Governance
& Remuneration Committee), to revise the salary range and house rent allowance (hereinafter referred to as remuneration) of
Mr. K. V. Kamath, Managing Director & CEO, Ms. Chanda D. Kochhar, Deputy Managing Director and Dr. Nachiket Mor, Deputy
Managing Director (hereinafter referred to as wholetime Directors) effective April 1, 2007, subject to the approval of the Members
and Reserve Bank of India (RBI), to the extent required.
The revision in the salary range of each of the wholetime Directors is detailed below :
Name and Designation Salary Range per month (Rs.)
Existing Proposed
Mr. K. V. Kamath
Managing Director & CEO
600,000 – 1,050,000 700,000 – 1,350,000
Ms. Chanda D. Kochhar
Deputy Managing Director
200,000 – 500,000 400,000 – 1,050,000
Dr. Nachiket Mor
Deputy Managing Director
200,000 – 500,000 400,000 – 1,050,000
The Board or any Committee thereof, may in its absolute discretion and from time to time, will fix, within the above ranges, the
salary payable to the wholetime Directors, subject to the approval of RBI.
Further, the house rent allowance payable to the above-named wholetime Directors has been increased from Rs.50,000 per
month to Rs.100,000 per month effective April 1, 2007 subject to the approval of RBI, provided Company-owned accommodation
has not been provided to the concerned wholetime Director.
The other terms and conditions of their appointment remain the same.
The above revisions have been intimated to the Members vide Circular dated April 28, 2007, as required under Section 302 of
the Companies Act, 1956.
The Directors recommend the adoption of the Resolutions at Item Nos.10-12 of the Notice.
No Director is in any way concerned or interested in the Resolutions at Item Nos.10-12 of the Notice except Mr. K. V. Kamath,
Ms. Chanda D. Kochhar and Dr. Nachiket Mor, to the extent of modification in the terms of their remuneration.
Item Nos.13 and 14
Mr. V. Vaidyanathan has been appointed as an additional Director effective October 24, 2006 pursuant to Section 260 of the
Companies Act, 1956, read with Article 135 of the Articles of Association, and holds office up to the date of the Thirteenth Annual
General Meeting of the Company as provided under the said Article but is eligible for appointment. In terms of Section 257 of the
Companies Act, 1956, the Company has received notices in writing along with a deposit of Rs.500 for each notice, from some
of its Members signifying their intention to propose the candidature of Mr. V. Vaidyanathan for the office of Director.
The Board of Directors, at its Meeting held on October 24, 2006 (based on the recommendation of the Board Governance &
Remuneration Committee), appointed him as wholetime Director (designated as Executive Director), subject to the approval
of RBI and the Members for a period of five years effective October 24, 2006 on the terms and conditions mentioned in the
Circular dated October 27, 2006 as required under Section 302 of the Companies Act, 1956. RBI, vide letter dated April 17, 2007
approved his appointment and payment of remuneration as decided by the Board at its Meeting held on October 24, 2006 and
detailed in the said Circular.
The Board of Directors at its Meeting held on April 28, 2007 has decided (based on the recommendation of the Board Governance
& Remuneration Committee) to revise the salary range of Mr. V. Vaidyanathan from Rs.200,000 to Rs.500,000 per month to
Rs.300,000 – Rs.1,000,000 per month and house rent allowance from Rs.50,000 per month to Rs.100,000 per month, effective
April 1, 2007, subject to the approval of the Members and RBI to the extent required. The above revision has been intimated to
the Members vide Circular dated April 28, 2007 as required under Section 302 of the Companies Act, 1956.
The Directors recommend the adoption of the Resolutions at Item Nos.13 and 14 of the Notice.
No Director is in any way concerned or interested in the Resolutions at Item Nos.13 and 14 of the Notice except Mr. V. Vaidyanathan
to the extent of his appointment and payment of remuneration.
Item Nos.15 and 16
Ms. Madhabi Puri-Buch has been appointed as an additional Director effective June 1, 2007 pursuant to Section 260 of the
Companies Act, 1956, read with Article 135 of the Articles of Association, and holds office up to the date of the Thirteenth Annual
General Meeting of the Company as provided under the said Article but is eligible for appointment. In terms of Section 257 of the
Companies Act, 1956, the Company has received notices in writing along with a deposit of Rs.500 for each notice, from some
of its Members signifying their intention to propose the candidature of Ms. Madhabi Puri-Buch for the office of Director.