ICICI Bank 2016 Annual Report Download - page 38

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Directors’ Report
Annual Report 2015-2016
The details of shares and convertible instruments of the Bank, held by the non-executive Directors as at March 31, 2016
are set out in the following table:
Name of Director Instrument No. of shares held
M. K. Sharma Equity 50,000
Dileep Choksi Equity 2,500
Homi Khusrokhan Equity 3,5001
M. S. Ramachandran Equity 1,300
Tushaar Shah – –
V. K. Sharma – –
V. Sridar – –
Alok Tandon – –
1. Shares held jointly with relatives.
Remuneration disclosures as required under RBI guidelines
The RBI circular DBOD No. BC. 72/29.67.001/2011-12 on “Compensation of wholetime Directors/Chief Executive Ofcers/
Risk takers and Control function staff etc.” requires the Bank to make following disclosures on remuneration on an annual
basis in their Annual Report:
COMPENSATION POLICY AND PRACTICES
(A) Qualitative disclosures
a) Information relating to the bodies that oversee remuneration
Name, composition and mandate of the main body overseeing remuneration
The Board Governance, Remuneration & Nomination Committee (BGRNC/Committee) is the body which
oversees the remuneration aspects. 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.
External consultants whose advice has been sought, the body by which they were commissioned and in what
areas of the remuneration process
The Bank did not take advice from an external consultant on any area of remuneration during the year ended
March 31, 2016.
Scope of the Bank’s remuneration policy (eg. by regions, business lines), including the extent to which it is
applicable to foreign subsidiaries and branches
The Compensation Policy of the Bank as last amended and approved by the BGRNC and the Board at its Meeting
held on September 16, 2015, pursuant to the guidelines issued by RBI, covers all employees of the Bank, including
those in overseas branches of the Bank. In addition to the Bank’s Compensation Policy guidelines, the overseas
branches also adhere to relevant local regulations.