ICICI Bank 2013 Annual Report Download - page 21

Annual Report 2012-2013 19
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 at March 31, 2013 was chaired
by Sridar Iyengar, an independent Director. There were eight 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 (upto April 29, 2013) 8/8
Homi Khusrokhan, Alternate Chairman 8/8
M. S. Ramachandran 7/8
V. Sridar 7/8
The Board of Directors at its Meeting held on April 26, 2013 re-constituted the Audit Committee effective
April 30, 2013 pursuant to which Homi Khusrokhan was appointed as Chairman of the Committee in place
of Sridar Iyengar and Dileep Choksi was appointed as a Member as well as the Alternate Chairman of the
Committee.
III. Board Governance, Remuneration & Nomination Committee
Terms of Reference
The functions of the Committee include recommendation of appointments to the Board, evaluation of the
performance of the Managing Director & CEO and wholetime Directors on predetermined parameters,
recommendation to the Board of the remuneration (including performance bonus and perquisites) to
wholetime Directors, approval of the policy for and quantum of bonus payable to the members of the
staff, framing of guidelines for the Employees Stock Option Scheme and recommendation of grant of