ICICI Bank 2010 Annual Report Download - page 19

17Annual Report 2009-2010
khayaal aapka
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
Whole time Directors
Chanda D. Kochhar 6 Present 4 3 —
Sandeep Bakhshi (w.e.f. May 1, 2009) 5 Present 3 — 1
V. Vaidyanathan (upto April 30, 2009) 1 N.A. N.A. N.A. N.A.
N. S. Kannan (w.e.f. May 1, 2009) 5 Present 4 — 1
K. Ramkumar 6 Present 2 — 1
Sonjoy Chatterjee 6 Present 1 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 excluded as per the provisions of Section 278 of the Companies Act, 1956.
3. Includes only 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.
No Director of the Bank was a member in more than 10 committees or acted as Chairperson of more than five
committees across all companies in which he/she was a Director.
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 permitted 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 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. The Audit Committee is also empowered to approve the appointment of the CFO (i.e., the whole-time
Finance Director or any other person heading the finance function or discharging that function) after assessing
the qualifications, experience and background, etc. of the candidate.
Composition
The Audit Committee currently comprises four independent Directors and is chaired by Sridar Iyengar. There
were eight 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: