ICICI Bank 2014 Annual Report Download - page 15

Directors’ Report
additional Director effective March 6, 2014. V. K. Sharma holds office
upto the date of the forthcoming Annual General Meeting (AGM) and is
eligible for appointment.
Classification of Directors as per CA2013/Act
Section 149 of the Act which defines the composition of the Board
and the criteria for a director to be considered as independent has
been notified effective April 1, 2014. Nominee directors i.e. a director
nominated by any financial institution in pursuance of the provisions of
any law for the time being in force, or of any agreement, or appointed by
any Government, or any other person to represent the interests of the
financial institution/Government/any other person are excluded from
the definition of independent director. The Board of the Bank consists
of 12 Directors, out of which seven are independent Directors, one is a
Government Nominee Director and four are Executive Directors.
In classification of Directors as independent, the Bank has relied on the
declaration of independence provided by the independent Directors as
prescribed under Section 149(7) of the Act and placed at the Board
Meeting of the Bank held on April 25, 2014 and based on the applicable
RBI guidelines and circulars and the legal advice obtained in this regard.
Retirement by rotation
Section 149 provides that an independent director shall not hold office
for more than two consecutive terms of five years each provided that the
director is re-appointed by passing a special resolution on completion
of first term of five consecutive years. Independent directors are no
longer liable to retire by rotation.
As per the explanation provided under Section 149 of the Act, any
tenure of an independent director on the date of commencement
of this Section i.e. April 1, 2014 shall not be counted as a term. The
tenure of every independent director to compute the period of first five
consecutive years would be reckoned afresh from April 1, 2014.
The Banking Regulation Act, 1949 (BR Act) specifies that no director other
than Chairman or wholetime Director shall hold office continuously for a
period exceeding eight years. The CA2013 also provides that in respect
of banking companies, the provisions of the Act shall apply except in
so far as the said provisions are inconsistent with the provisions of the
BR Act.
“We continue to innovate
to cater to the evolving
preferences of Indian
consumers and deliver
a safe, convenient and
rewarding banking
experience. Our Khayaal
Aapka philosophy of
empowering customers
using technology
continues to delight
them. This year we
introduced Tab Banking,
Facebook Banking and
next generation internet
banking and scaled up
our 24x7 Touch Banking
branches and MySavings
Rewards programme.
We continue to use
technology as a
differentiator to create
an ecosystem delivering
products and services to
millions of customers in
rural India.”
RAJIV SABHARWAL
Executive Director
Annual Report 2013-2014 13