ICICI Bank 2016 Annual Report Download - page 36

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Directors’ Report
Annual Report 2015-2016
For the non-executive (part-time) Chairman, the remuneration, in addition to sitting fee includes such xed payments
on such periodicity as may be recommended by the Board and approved by the Members and RBI from time to time,
maintaining a Chairman’s ofce at the Bank’s expense, bearing expenses for travel on ofcial visits and participation
in various forums (both in India and abroad) as Chairman of the Bank and bearing travel/halting/other expenses and
allowances for attending to duties as Chairman of the Bank and any other modes of remuneration as may be permitted
by RBI through any circulars/guidelines as may be issued from time to time.
All the non-executive/independent Directors would be entitled to reimbursement of expenses for attending Board/
Committee Meetings, ofcial visits and participation in various forums on behalf of the Bank.
Performance evaluation of the Board, Committees and Directors
The Bank with the approval of its Board Governance, Remuneration & Nomination Committee has put in place an
evaluation framework for evaluation of the Board, Directors and Chairperson. The Board also carries out an evaluation
of the working of its 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. The evaluation of the Committees is based on the
assessment of the compliance with the terms of reference of the Committees.
The evaluations for the Directors and the Board were undertaken through circulation of two questionnaires, one for the
Directors and the other for the Board which assessed the performance of the Board on select parameters related to
roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality,
quantity and timeliness of ow of information between the company management and the Board that is necessary for
the Board to effectively and reasonably perform their duties. The evaluation criteria for the Directors was based on their
participation, contribution and offering guidance to and understanding of the areas which were relevant to them in their
capacity as members of the Board. The evaluation process for wholetime Directors is further detailed under the section
titled “Compensation Policy and Practices”.
Details of Remuneration paid to wholetime Directors
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 benets) paid to wholetime
Directors for scal 2016:
Details of Remuneration (`)
Chanda Kochhar N. S. Kannan K. Ramkumar Vishakha Mulye3Rajiv Sabharwal
Basic 23,192,040 15,321,360 15,321,360 5,065,934 14,481,840
Performance bonus for scal 2016 –––––
Allowances and perquisites216,578,411 12,466,572 13,367,997 4,448,443 12,998,352
Contribution to provident fund 2,783,043 1,838,568 1,838,568 607,912 1,737,816
Contribution to superannuation fund 3,478,810 2,298,204 2,298,204 –2,172,278
Contribution to gratuity fund 1,931,897 1,276,269 1,276,269 421,992 1,206,337
Stock options4 (Numbers)
Fiscal 201611,375,000 685,000 685,000 685,000 685,000
Fiscal 2015 1,450,000 725,000 725,000 –655,000
Fiscal 2014 1,450,000 725,000 725,000 –725,000
1. Options granted for fiscal 2016 are subject to Reserve Bank of India (RBI) approval.
2. Allowances and perquisites exclude stock options exercised during fiscal 2016 which does not constitute remuneration paid to the
wholetime Directors for fiscal 2016.
3. Vishakha Mulye has joined the services of the Bank on December 2, 2015. Pursuant to approval granted by RBI vide its letter dated
January 15, 2016 Vishakha Mulye assumed office as executive Director with effect from January 19, 2016.
4. The above table excludes special grant of stock options approved by RBI in November 2015 aggregating to 2,100,000 for Chanda
Kochhar and 1,000,000 each for N. S. Kannan, K. Ramkumar and Rajiv Sabharwal.