ICICI Bank 2007 Annual Report Download - page 19

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17
Annual Report 2006-2007
payment to stakeholders. The Committee provides direction to the internal audit function and monitors
the quality of internal and statutory audit. The Committee is also empowered to appoint/oversee the work
of any registered public accounting firm, establish procedures for receipt and treatment of complaints
received regarding accounting and auditing matters, engage independent counsel as also provide for
appropriate funding for compensation to be paid to any firm/advisors.
Composition
The Audit Committee comprises three independent Directors and is chaired by Sridar Iyengar. There
were six meetings of the Committee during the year. The details of the composition of the Committee
and attendance at its Meetings are set out in the following table:
Name of Member Number of meetings attended
Sridar Iyengar, Chairman 6
M.K. Sharma, Alternate Chairman 6
Narendra Murkumbi 5
III. 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 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 ICICI Bank
stock options to the employees and wholetime Directors of ICICI Bank and its subsidiary companies.
Composition
The Board Governance & Remuneration Committee comprises five 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 set out in the following table:
Name of Member Number of meetings attended
N. Vaghul, Chairman 3
Anupam Puri1 1
M. K. Sharma 3
P. M. Sinha 3
Marti G. Subrahmanyam2—
1. Also participated in one meeting through tele-conference.
2. Also participated in all the meetings through tele-conference.
Remuneration policy
The Board Governance & Remuneration Committee determines and recommends to the Board the amount
of remuneration, including performance bonus and perquisites, payable to the wholetime Directors.
The recommendations of the Committee are based on evaluation of the wholetime Directors on certain
parameters.
The following table sets out the details of remuneration (including perquisites, bonus and retiral benefits)
paid to wholetime Directors for fiscal 2007 and details of stock options granted for the three years ended
March 31, 2007: