ICICI Bank 2013 Annual Report Download - page 22

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ICICI Bank stock options to the employees and wholetime Directors of ICICI Bank and its subsidiary
companies.
Composition
The Board Governance, Remuneration & Nomination Committee currently comprises three independent
Directors and at March 31, 2013 was chaired by Sridar Iyengar, an independent Director. There were
three 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) 3/3
K. V. Kamath 3/3
Homi Khusrokhan 3/3
The Board of Directors at its Meeting held on April 26, 2013 re-constituted the Board Governance
Remuneration & Nomination Committee effective April 30, 2013 pursuant to which K. V. Kamath was
appointed as Chairman of the Committee in place of Sridar Iyengar and M. S. Ramachandran was
appointed as a Member of the Committee.
Remuneration policy
The Board Governance, Remuneration & Nomination Committee determines and recommends to
the Board the amount of remuneration, including performance bonus and perquisites, payable to the
wholetime Directors.
The following table sets out the details of remuneration (including perquisites and retiral benefits) paid to
wholetime Directors for fiscal 2013.
Details of Remuneration (`)
Chanda
Kochhar
N. S.
Kannan
K. Ramkumar Rajiv
Sabharwal
Basic 15,249,000 10,074,000 10,074,000 9,522,000
Performance bonus for fiscal 2013117,989,541 12,058,511 12,058,511 10,358,810
Allowances and perquisites214,882,587 9,881,711 10,001,345 8,773,530
Contribution to provident fund 1,829,880 1,208,880 1,208,880 1,142,640
Contribution to superannuation fund - 1,511,100 1,511,100 1,428,300
Contribution to gratuity fund 1,270,242 839,164 839,164 793,183
Stock options (Numbers)3
Fiscal 20131250,000 125,000 125,000 125,000
Fiscal 2012 210,000 105,000 105,000 105,000
Fiscal 2011 210,000 105,000 105,000 105,000
1. Subject to RBI approval. Bonus will be deferred in line with RBI’s guidelines on compensation with only 60% of
the bonus paid on approval and the balance deferred equally over three years.
2. Allowances and perquisites exclude valuation of the employee stock options exercised during fiscal 2013 as it
does not constitute remuneration for the purposes of Companies Act, 1956.
3. Excludes special grant of stock options approved by RBI on January 17, 2011 aggregating to 250,000 for Chanda
Kochhar and 150,000 each for N. S. Kannan, K. Ramkumar and Rajiv Sabharwal.
Perquisites (evaluated as per Income-tax rules wherever applicable and otherwise at actual cost to the
Bank) such as the benefit of the Bank’s furnished accommodation, gas, electricity, water and furnishings,
club fees, group insurance, use of car and telephone at residence or reimbursement of expenses in lieu
Directors’ Report