ICICI Bank 2011 Annual Report Download - page 12

“During the last 18 months,
we have invested in
empowering our customer
facing staff and in building
a culture of ownership
and service orientation. All
ICICIans carry the conviction
of making Khayaal Aapka
come alive to our customers”
K. RAMKUMAR
Executive Director
Bank will make available these documents/details upon request by any Member
of the Bank. These documents/details will be available on the Bank’s website
(www.icicibank.com) and will also be available for inspection by any Member of
the Bank at its Registered Office and Corporate Office and also at the registered
offices of the concerned subsidiaries. As required by Accounting Standard-21
(AS-21) issued by the Institute of Chartered Accountants of India, the Bank’s
consolidated financial statements included in this Annual Report incorporate the
accounts of its subsidiaries and other consolidating entities. A summary of key
financials of the Bank’s subsidiaries is also included in this Annual Report.
DIRECTORS
The RBI vide its letter dated June 24, 2010 approved the appointment of Rajiv
Sabharwal as an Executive Director of the Bank. The Members approved his
appointment at the Sixteenth Annual General Meeting (AGM) held on June 28, 2010.
Narendra Murkumbi retired by rotation on June 28, 2010 at the last AGM and
did not seek re-appointment. The valuable guidance and contribution made by
Narendra Murkumbi was recognised by the Board.
Pursuant to the provisions of the Banking Regulation Act, 1949, M. K. Sharma
retired from the Board effective January 31, 2011 on completion of eight years
as a non-executive Director of the Bank. The Board placed on record its deep
appreciation and gratitude for his guidance and contribution to the Bank.
In terms of the provisions of the Companies Act, 1956 and the Articles of
Association of the Bank, V. Prem Watsa, M. S. Ramachandran and K. Ramkumar would
retire by rotation at the forthcoming AGM and are eligible for re-appointment.
M. S. Ramachandran and K. Ramkumar have offered themselves for re-appointment.
V. Prem Watsa has expressed his desire not to seek re-appointment as a Director
as his maximum permissible tenure of eight years as a non-executive Director
of the Bank would end on January 28, 2012. 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 V. Prem Watsa at this meeting or any
adjourned meeting thereof.
AUDITORS
The auditors, S.R. Batliboi & Co., Chartered Accountants, will retire at the ensuing
AGM. As recommended by the Audit Committee, the Board has proposed the
appointment of S.R. Batliboi & Co., Chartered Accountants as statutory auditors for
fiscal 2012. Their appointment is subject to approval of RBI. 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, 2011,
ICICI Bank had 19 nominee directors of whom 16 were employees of the Bank, on
Directors’ Report
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