ICICI Bank 2010 Annual Report Download - page 18

Directors’ Report
16
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 Executive
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, the Companies Act, 1956 and listing agreements entered into with stock exchanges, and in accordance with
good corporate governance practices. 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 & Nomination Committee, Corporate Social Responsibility
Committee, Credit Committee, Customer Service Committee, Fraud Monitoring Committee, Risk Committee, Share
Transfer & Shareholders’/Investors’ Grievance Committee and Committee of Executive Directors. These Board
Committees other than the Committee of Executive Directors mainly consist of independent Directors and most
of the Committees are chaired by an independent Director. The Board of Directors at its Meeting held on March
6-7, 2010 renamed the Board Governance & Remuneration Committee as the Board Governance, Remuneration
& Nomination Committee and the Committee of Directors as the Committee of Executive Directors.
At March 31, 2010, the Board of Directors consisted of 17 members. There were six Meetings of the Board during
fiscal 2010 - on April 25, June 29, July 25 and October 30 in 2009 and January 21 and March 6-7 in 2010. The
names of the Directors, their attendance at Board Meetings during the year, attendance at last AGM and the
number of other directorships and Board Committee memberships held by them at March 31, 2010 are set out
in the following table:
Name of Director
Board
Meetings
attended
during the
year
Attendance at
last AGM
(June 29, 2009)
Number of other directorships Number of other
committee
3
memberships
Of Indian
companies
1
Of other
companies
2
Non-Executive Director
K. V. Kamath (Managing Director & CEO –
upto April 30, 2009. Non-executive Chairman
– w.e.f. May 1, 2009)
6 Present 2 1 —
Independent Directors
N. Vaghul (upto April 30, 2009) 1 N.A. N.A. N.A. N.A.
Sridar Iyengar 6 Present 6 3 4(2)
Homi Khusrokhan (w.e.f January 21, 2010) — N.A. 4 3 4
L. N. Mittal 2 Absent — 7 —
Narendra Murkumbi 4 Absent 6 2 1
Anupam Puri 4 Absent 4 — 2
Anup K. Pujari(a) 5 Present — — —
M. S. Ramachandran (w.e.f. April 25, 2009) 5 Present 5 1 1
M. K. Sharma 6 Present 5 — 4(1)
P. M. Sinha(b) (upto January 21, 2010) 4 Absent N.A. N.A. N.A.
V. Sridar (w.e.f January 21, 2010) 1 N.A. 5 1 5(2)
Marti G. Subrahmanyam 4 Absent 2 6 1
T. S. Vijayan (upto November 23, 2009) 2 Absent N.A. N.A. N.A.
V. Prem Watsa 2 Absent — 14 —