ICICI Bank 2012 Annual Report Download - page 15

RAJIV SABHARWAL
Executive Director
“We will continue to grow our
customer base by focusing
on providing superior
customer experience. The
increase in branch and
ATM touch points will help
us to reach customers in
many more markets. We
will leverage technology for
customer convenience and
for deepening relationships
with existing customers.
The enhancements in the
capabilities of our internet
and mobile channels would
allow customers to do all
transactions as in a branch.
Our rapidly growing rural
footprint will enable us to
offer both credit and savings
products to individual farmers
and small enterprises in
these markets.”
The Government of India has nominated Arvind Kumar, Joint
Secretary, Department of Financial Services, Ministry of Finance,
Government of India, as a Director on the Board of the Bank effective
July 22, 2011, in place of Anup K. Pujari. The Board placed on record
its appreciation of the valuable guidance provided by Anup K. Pujari
to the Bank. In terms of Article 128A of the Articles of Association of
the Bank, Arvind Kumar is not liable to retire by rotation.
In terms of the provisions of the Companies Act, 1956 and the
Articles of Association of the Bank, Homi Khusrokhan, V. Sridar
and N. S. Kannan would retire by rotation at the forthcoming AGM
and are eligible for re-appointment. Homi Khusrokhan, V. Sridar
and N. S. Kannan have offered themselves for re-appointment.
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 2013. Their
appointment has been approved by RBI vide its letter dated April
9, 2012. 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, 2012, ICICI Bank had 15 nominee
directors of whom 13 were employees of the Bank, on the boards
of 25 assisted companies. The Bank has a Nominee Director Cell
for maintaining records of nominee directorships.
RISK MANAGEMENT FRAMEWORK
The Bank’s risk management strategy is based on a clear
understanding of various risks, disciplined risk assessment
and measurement procedures and continuous monitoring.
The policies and procedures established for this purpose are
continuously benchmarked with international best practices. The
Board of Directors has oversight on all the risks assumed by the
Bank. Specific Committees have been constituted to facilitate
focused oversight of various risks, as follows:
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