ICICI Bank 2012 Annual Report Download - page 18

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 subsidiaries 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 34 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 & CFO 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
ten committees, namely, Audit Committee, Board Governance, Remuneration & Nomination Committee,
Corporate Social Responsibility Committee, Credit Committee, Customer Service Committee, Fraud
Monitoring Committee, Information Technology Strategy Committee, Risk Committee, Share Transfer
& Shareholders’/Investors’ Grievance Committee and Committee of Executive Directors. These
Board Committees other than the Committee of Executive Directors currently consist of majority of
independent Directors and most of the Committees are chaired by independent Directors.
At March 31, 2012, the Board of Directors consisted of 12 members. There were six Meetings of
the Board during fiscal 2012 - on April 28, July 29, September 15-16 and October 31 in 2011 and
January 31 and February 9-10 in 2012. The names of the Directors, their attendance at Board Meetings
Directors’ Report
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