ICICI Bank 2008 Annual Report Download - page 15

Download and view the complete annual report

Please find page 15 of the 2008 ICICI Bank annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 188

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188

Towards a better life
Madhabi Puri Buch
Executive Director
AUDITORS
The auditors, B S R & Co., Chartered Accountants, will retire at the ensuing AGM. As recommended by
the Audit Committee, the Board has proposed the appointment of B S R & Co. as stautory auditors for
fiscal 2009. You are requested to consider their appointment. Their appointment has been approved by
RBI vide its letter dated April 21, 2008.
PERSONNEL
As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies
(Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees
are set out in the Annexure to the Directors’ Report.
APPOINTMENT OF NOMINEE DIRECTORS ON THE BOARD OF ASSISTED COMPANIES
Erstwhile ICICI Limited (ICICI) had a policy of appointing nominee directors on the boards of certain
borrower companies based on loan covenants, with a view to enable monitoring of the operations of those
companies. Subsequent to the merger of ICICI with ICICI Bank, the Bank continues to nominate directors
on the boards of assisted companies. Apart from the Bank’s employees, experienced professionals
from various fields are appointed as nominee Directors. At March 31, 2008, ICICI Bank had 60 nominee
Directors, of whom 39 were employees of the Bank, on the boards of 84 assisted companies. The Bank
has a Nominee Director Cell for maintaining records of nominee directorships.
CORPORATE GOVERNANCE
ICICI Bank has established a tradition of best practices in corporate governance. The corporate governance
framework in ICICI Bank is based on an effective independent Board, the separation of the Board’s
supervisory role from the executive management and the constitution of Board Committees, generally
comprising a majority of independent Directors and chaired by an independent Director, to oversee
critical areas.
I. Philosophy of Corporate Governance
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
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, on breach of any law, statute or
regulation by the Bank and on the accounting policies and procedures adopted for any area or item and
report them to the Audit Committee through specified channels. This mechanism has been communicated
and posted on the Bank’s intranet.
“The increasing globalisation of Indian corporates and financial services presents ICICI Bank
with a unique opportunity to leverage its cost effective IT and operations to offer world class
solutions to customers across the globe.”
Annual Report 2007-2008 13
01_ICICI_BANK_(Fin_Matter_1-64).13 1301_ICICI_BANK_(Fin_Matter_1-64).13 13 6/20/08 6:43:02 PM6/20/08 6:43:02 PM