ICICI Bank 2008 Annual Report Download - page 19

Towards a better life
Name of Director
Board
Meetings
attended
during
the year
Attendance
at last AGM
(July 21,
2007)
Number of other
directorships Number
of other
committee3
memberships
Of Indian
companies1
Of other
companies2
Wholetime Directors
K. V. Kamath 5 Present 4 4 —
Kalpana Morparia
(upto May 31, 2007) 1 N.A. N.A. N.A. N.A.
Chanda D. Kochhar 5 Present 2 4 1
Nachiket Mor
(upto October 18, 2007) 3 Present N.A. N.A. N.A.
V. Vaidyanathan 5 Present 3 — 1
Madhabi Puri Buch
(w.e.f. June 1, 2007) 4 Present 2 — —
Sonjoy Chatterjee
(w.e.f. October 22, 2007) 2 N.A. — 3 —
(a) Nominee of Government of India.
(b) Also participated in one meeting through tele-conference.
1. Includes companies as per the provisions of Section 278 of the Companies Act, 1956.
2. Includes foreign companies and other companies that are not covered as per the provisions of Section 278 of the Companies
Act, 1956.
3. Includes Audit Committee and Share Transfer & Shareholders’/Investors’ Grievance Committee of all public limited companies
whether listed or not but excludes committees of private limited companies, foreign companies and companies incorporated
under Section 25 of the Companies Act, 1956. Figures in parentheses indicate Committee Chairpersonships.
None of the Directors of the Bank were members in more than 10 committees nor acted as Chairperson
of more than five committees across all companies in which they were Directors.
II. Audit Committee
Terms of Reference
The Audit Committee provides direction to the audit function and monitors the quality of internal and
statutory audit. The responsibilities of the Audit Committee include overseeing the financial reporting
process to ensure fairness, sufficiency and credibility of financial statements, recommendation of
appointment and removal of central and branch statutory auditors and chief internal auditor and fixation
of their remuneration, approval of payment to statutory auditors for other services rendered by them,
review of functioning of Whistle Blower Policy, review of the quarterly and annual financial statements
before submission to the Board, review of the adequacy of internal control systems and the internal audit
function, review of compliance with inspection and audit reports and reports of statutory auditors, review
of the findings of internal investigations, review of statement of significant related party transactions, review
of management letters/letters on internal control weaknesses issued by statutory auditors, reviewing with
the management, the statement of uses/application of funds raised through an issue (public issue, rights
issue, preferential issue, etc.), the statement of funds utilised for the purposes other than those stated in
the offer document/prospectus/notice and the report submitted by the monitoring agency, monitoring the
utilisation of proceeds of a public or rights issue and making appropriate recommendations to the Board
to take steps in this matter, discussion on the scope of audit with external auditors and examination of
reasons for substantial defaults, if any, in payment to stakeholders. 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. In addition, the
Audit Committee also exercises oversight on the compliance of risk management framework by providing
directions to the regulatory compliance function of the Bank.
Annual Report 2007-2008 17
ICICI BANK_(Fin_Matter 1-64).ind17 17ICICI BANK_(Fin_Matter 1-64).ind17 17 6/20/08 5:02:57 PM6/20/08 5:02:57 PM