ICICI Bank 2011 Annual Report Download - page 16

Management Group. These groups are completely independent of all business
operations and coordinate with representatives of the business units to implement
ICICI Bank’s risk management policies and methodologies. The internal audit and
compliance groups are responsible to the Audit Committee of the Board.
CORPORATE GOVERNANCE
The corporate governance framework in ICICI Bank is based on an effective
independent Board, the separation of the Board’s supervisory role from the
executive management and the constitution of Board Committees, generally
comprising a majority of independent/non-executive Directors and chaired by
independent/non-executive Directors, to oversee critical areas.
I. Philosophy of Corporate Governance
ICICI Bank’s corporate governance philosophy encompasses not only regulatory and
legal requirements, such as the terms of listing agreements with stock exchanges,
but also several voluntary practices aimed at a high level of business ethics,
effective supervision and enhancement of value for all stakeholders. The corporate
governance framework adopted by the Bank already encompasses a significant
portion of the recommendations contained in the ‘Corporate Governance Voluntary
Guidelines 2009’ issued by the Ministry of Corporate Affairs, Government of India.
Whistle Blower Policy
ICICI Bank has formulated a Whistle Blower Policy. In terms of this policy, employees
of ICICI Bank and its group companies are free to raise issues, if any, on breach
of any law, statute or regulation by the Bank and on the accounting policies and
procedures adopted for any area or item and report them to the Audit Committee
through specified channels. This mechanism has been communicated and posted
on the Bank’s intranet.
ICICI Bank Code of Conduct for Prevention of Insider Trading
In accordance with the requirements of the Securities and Exchange Board of India
(SEBI) (Prohibition of Insider Trading) Regulations, 1992, ICICI Bank has instituted a
comprehensive code of conduct for prevention of insider trading.
Group Code of Business Conduct and Ethics
The Board of Directors has approved a Group Code of Business Conduct and
Ethics for Directors and employees of the ICICI Group. The Code aims at ensuring
consistent standards of conduct and ethical business practices across the
constituents of the ICICI Group. This Code is also available on the website of
the Bank (www.icicibank.com). Pursuant to 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,
Directors’ Report
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