ICICI Bank 2010 Annual Report Download - page 15

In terms of the provisions of the Companies Act, 1956 and the Articles
of Association of the Bank, K. V. Kamath, Sridar Iyengar and Narendra
Murkumbi would retire by rotation at the forthcoming AGM and are
eligible for re-appointment. K. V. Kamath and Sridar Iyengar have offered
themselves for re-appointment. Narendra Murkumbi has expressed his
desire not to seek re-appointment as a Director. A resolution is proposed
to the Members in the Notice of the current AGM to this effect and also not
to fill up the vacancy caused by the retirement of Narendra Murkumbi at
this meeting or any adjourned meeting thereof.
AUDITORS
The auditors, B S R & Co., Chartered Accountants, will retire at the ensuing
AGM. They had been statutory auditors of the Bank for the last four years,
which is the maximum term of appointment of auditors permitted by RBI.
As recommended by the Audit Committee, the Board has proposed the
appointment of S. R. Batliboi & Co., Chartered Accountants as statutory
auditors for fiscal 2011. Their appointment has been approved by RBI
vide its letters dated April 20, 2010 and May 13, 2010. You are requested
to consider their appointment.
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 BOARDS
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, 2010, ICICI Bank had
24 nominee directors, of whom 20 were employees of the Bank, on the
boards of 39 assisted companies. The Bank has a Nominee Director Cell for
maintaining records of nominee directorships.
RISK MANAGEMENT FRAMEWORK
The Bank’s risk management strategy is based on a clear understanding
of various risks, disciplined risk assessment and measurement procedures
and continuous monitoring. The policies and procedures established for this
purpose are continuously benchmarked with international best practices.
The key principles underlying our risk management framework are as
follows:
• The Board of Directors has oversight on all the risks assumed by
the Bank. Specific Committees of the Board have been constituted
to facilitate focused oversight of various risks. The Risk Committee
reviews risk management policies of the Bank in relation to various
khayaal aapka
“We are determined to build
a culture of service orientation,
which will be the platform
for our future growth.
We are confident that our
employees will make
ICICI Bank the service icon in
the financial service domain.”
- K. Ramkumar
Executive Director