ICICI Bank 2009 Annual Report Download - page 17

15Annual Report 2008-2009
The Power of Belief
Believing in the potential
and aspirations of
Indian industry.
We partner India’s vibrant corporate sector
with innovative financing solutions.
“We believe that the
Indian economy has
strong fundamentals
and will provide robust
growth opportunities
for industry. The Indian
corporate sector has
demonstrated its ability
to withstand the global
economic challenges
and we will extend full
support to the industry
as it reorients strategies
in this environment. We
will focus on deepening
our client relationships to
enhance the diversity and
resilience of our revenue
streams.”
Sonjoy Chatterjee
Executive Director
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 Audit 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 and 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 regulatory compliance function of the Bank.
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 5
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 predetermined 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.