ICICI Bank 2016 Annual Report Download - page 34

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Directors’ Report
Annual Report 2015-2016
The terms of reference of the Board Committees as mentioned earlier, their composition and attendance of the respective
Members at the various Committee Meetings held during scal 2016 are set out below:
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 examining the nancial statements and auditors’ report and overseeing
the nancial reporting process to ensure fairness, sufciency and credibility of nancial statements, recommendation of
appointment, terms of appointment and removal of central and branch statutory auditors and chief internal auditor and
xation of their remuneration, approval of payment to statutory auditors for other permitted services rendered by them,
review and monitor with the management the auditor’s independence, performance and effectiveness of audit process,
review of functioning of Whistle Blower Policy, review of the quarterly and annual nancial 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 ndings of internal investigations, approval
of transactions with related parties or any subsequent modications, review of statement of signicant related party
transactions, review of management letter/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, valuation of undertakings
or assets, evaluation of risk management systems, scrutiny of inter-corporate loans and investments. The Audit Committee
is also empowered to appoint/oversee the work of any registered public accounting rm, 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 rm/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 wholetime Finance Director or any other person heading the nance function or
discharging that function) after assessing the qualications, experience and background, etc. of the candidate.
Composition
At March 31, 2016, the Audit Committee comprised of four independent Directors and was chaired by Homi Khusrokhan,
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
Homi Khusrokhan, Chairman 8/8
Dileep Choksi, Alternate Chairman 8/8
M. S. Ramachandran 8/8
V. Sridar 7/8
III. Board Governance, Remuneration & Nomination Committee
Terms of Reference
The functions of the Committee include recommending appointments of Directors to the Board, identifying persons
who are qualied to become Directors and who may be appointed in senior management in accordance with the criteria
laid down and recommending to the Board their appointment and removal, formulate a criteria for the evaluation of the
performance of the wholetime/independent Directors and the Board and to extend or continue the term of appointment
of independent Director on the basis of the report of performance evaluation of independent Directors, recommending
to the Board a policy relating to the remuneration for the Directors, key managerial personnel and other employees,
recommending to the Board the remuneration (including performance bonus and perquisites) to wholetime Directors
(WTDs), commission and fee payable to non-executive Directors subject to applicable regulations, approving the policy
for and quantum of bonus payable to the members of the staff including senior management and key managerial
personnel, formulating the criteria for determining qualications, positive attributes and independence of a Director,
framing policy on Board diversity, framing guidelines for the Employees Stock Option Scheme (ESOS) and decide on the
grant of the Bank’s stock options to employees and WTDs of the Bank and its subsidiary companies.