ICICI Bank 2013 Annual Report Download - page 19

Annual Report 2012-2013 17
Whistle Blower Policy
ICICI Bank has formulated a Whistle Blower Policy. The policy comprehensively provides an opportunity
for any employee of the Bank to raise any issue concerning breaches of law, accounting policies or any
act resulting in financial or reputation loss and misuse of office or suspected or actual fraud. The policy
provides for a mechanism to report such concerns to the Audit Committee through specified channels.
The policy has been periodically communicated to the employees and also 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 Group Code of Business Conduct and Ethics for Directors and employees of the ICICI Group aims at
ensuring consistent standards of conduct and ethical business practices across the constituents of the
ICICI Group. This Code is reviewed on an annual basis and the latest Code is 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
forms part 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.
Covering letter of annual audit report to be filed with stock exchanges
In terms of Clause 31(a) of the Listing Agreement, the covering letter of the annual audit report to be
filed with the stock exchanges (Form A) duly signed by the Managing Director & CEO, Executive Director
& CFO, Auditors of the company and Chairman of the Audit Committee would be filed with the stock
exchanges alongwith the copies of the Annual Reports.
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 comprise majority of independent
Directors and are chaired by independent Directors.
At March 31, 2013, the Board of Directors consisted of 12 members. There were five Meetings of the
Board during fiscal 2013 - on April 27, July 27, and October 26 in 2012 and January 31 and February 22
in 2013. The names of the Directors, their attendance at Board Meetings during the year, attendance at