ICICI Bank 2008 Annual Report Download - page 17

Download and view the complete annual report

Please find page 17 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
Sonjoy Chatterjee
Executive Director
Prevention of Insider Trading
In accordance with the requirements of Securities and Exchange Board of India (SEBI) (Prohibition of Insider
Trading) Regulations, 1992, ICICI Bank has instituted a comprehensive code of conduct for prevention of
insider trading.
Code of Business Conduct and Ethics
The Board of Directors of the Bank adopted a new Group Code of Business Conduct and Ethics
(the Group Code) primarily by strengthening and providing illustrative guidance on the existing
Code of Business Conduct and Ethics approved earlier by the Board. The Group Code aims at ensuring
consistent standards of conduct and business ethical practices across the constituents of the ICICI Group.
Consequently, each constituent of the ICICI Group would review their respective codes and update
the same in accordance with the Group Code. This Code is also available on the website of the Bank
www.icicibank.com. In terms of 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 32 of the Annual Report.
CEO/CFO Certification
In terms of Clause 49 of the Listing Agreement, the certification by the Managing Director & CEO and Joint
Managing Director & Chief Financial Officer 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 nine committees,
namely, Audit Committee, Board Governance & Remuneration Committee, Credit Committee, Customer
Service Committee, Fraud Monitoring Committee, Risk Committee, Share Transfer & Shareholders’/
Investors’ Grievance Committee, Strategy Committee and Committee of Directors.
A majority of these Board Committees are chaired by independent Directors and mainly consist of
independent Directors.
At March 31, 2008, the Board of Directors consisted of 16 members. There were five meetings of the
Board during fiscal 2008 – on April 28, July 21, and October 19 in 2007 and January 19 and March 7-8 in
2008. The names of the Directors, their attendance at Board Meetings during the year and the number
“We are focusing on building equitable partnerships with corporate clients and using our
capital optimally to support their domestic projects and international acquisitions. We are
growing our operations in select high-potential international markets to consolidate our
position in India-linked businesses and build an international retail deposit franchise.”
Annual Report 2007-2008 15
01_ICICI_BANK_(Fin_Matter_1-64).15 1501_ICICI_BANK_(Fin_Matter_1-64).15 15 6/20/08 6:43:18 PM6/20/08 6:43:18 PM