ICICI Bank 2016 Annual Report Download - page 32

30
Directors’ Report
Annual Report 2015-2016
or reputation loss and misuse of ofce or suspected or actual fraud. The policy provides for a mechanism to report
such concerns to the Audit Committee through specied channels. The policy has been periodically communicated to
the employees and also posted on the Bank’s intranet. The Whistle Blower Policy complies with the requirements of
Vigil mechanism as stipulated under Section 177 of the Companies Act, 2013. The details of establishment of the Whistle
Blower Policy/Vigil mechanism have been disclosed on the website of the Bank.
Code of Conduct as prescribed under Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015
In accordance with the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, ICICI Bank has instituted a comprehensive code of conduct to regulate, monitor and report trading by
its employees and other connected persons.
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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
conrmation from the Managing Director & CEO regarding compliance with the Code by all the Directors and senior
management forms part of the Annual Report.
Material Subsidiaries
In accordance with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Bank has formulated a Policy for determining Material Subsidiaries and the
same has been hosted on the website of the Bank (http://www.icicibank.com/managed-assets/docs/investor/policy-for-
determining-material-subsidiaries/policy-for-determining-material-subsidiaries.pdf).
Familiarisation Programme for independent Directors
Independent Directors are familiarised with their roles, rights and responsibilities in the Bank as well as with the nature
of industry and business model of the Bank through induction programmes at the time of their appointment as Directors
and through presentations on economy & industry overview, key regulatory developments, strategy and performance
which are made to the Directors from time to time. The details of the familiarisation programmes have been hosted on
the website of the Bank and can be accessed on the link: (http://www.icicibank.com/managed-assets/docs/about-us/
board-of-directors/familiarisation-programme-for-independent-directors.pdf).
CEO/CFO Certification
In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the certication by the Managing Director & CEO and Chief Financial Ofcer on the nancial statements and internal
controls relating to nancial 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, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and in accordance with good corporate governance practices. The Board functions either as a full
Board or through various committees constituted to oversee specic operational areas. The Board has constituted various
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, Stakeholders Relationship Committee and Review Committee for
Identication of Wilful Defaulters/Non Co-operative Borrowers. At March 31, 2016, independent Directors constituted
a majority of these Board Committees and all Committees except the Credit Committee and Review Committee for
Identication of Wilful Defaulters/Non Co-operative Borrowers were chaired by independent Directors.
There were ten Meetings of the Board during scal 2016 - on April 27, June 9, June 29, July 31, September 16, October
30 and November 16 in 2015 and January 28, March 9 and March 31-April 1 in 2016.