ICICI Bank 2011 Annual Report Download - page 19

No Director of the Bank was a member of 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 seven 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:
Name of Member Number of meetings attended
Sridar Iyengar, Chairman 7
M.K. Sharma, Alternate Chairman
(upto January 30, 2011)
6
Homi Khusrokhan, Alternate Chairman (Member w.e.f. April 24, 2010
and Alternate Chairman w.e.f. January 31, 2011)
6
Narendra Murkumbi
(upto April 24, 2010)
1
M.S. Ramachandran
(w.e.f. January 31, 2011)
N.A.
V. Sridar 7
Annual Report 2010-2011 17