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ICICI Bank
BSE: 532174 | NSE: ICICIBANK | ISIN: INE090A01013 | Banks - Private Sector
- Directors Report
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- Auditors Report
- Notes To Accounts
- Accounting Policy
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| Directors Report | Year End : Mar '08 |
The Directors have pleasure in presenting the Fourteenth Annual Report
of ICICI Bank Limited with the audited statement of accounts for the
year ended March 31, 2008.
Financial Highlights
The financial performance for fiscal 2008 is summarised in the
following table:
Rs. billion, except percentages Fiscal 2007 Fiscal 2008 % change
Net interest income and other income 125.65 161.15 28.3%
Operating profit 58.74 79.61 35.5%
Provisions & contingencies 22.26 29.05 30.5%
Profit before tax 36.48 50.56 38.6%
Profit after tax 31.10 41.58 33.7%
Consolidated profit after tax 27.61 33.98 23.1%
1. Excludes provision for taxes.
Appropriations
The profit & loss account shows a profit after tax of Rs. 41.58 billion
after provisions and contingencies of Rs. 29.05 billion and all
expenses. The disposable profit is Rs. 51.56 billion, taking into
account the balance of Rs. 9.98 billion brought forward from the
previous year. Your Directors have recommended a dividend rate of 110%
(Rs. 11 per equity share of face value Rs. 10) for the year and have
appropriated the disposable profit as follows:
Rs. billion
Fiscal 2007 Fiscal 2008
To Statutory Reserve, making in all
Rs. 39.391 billion 7.80 10.40
To Special Reserve created and
maintained in terms of Section 36(1)(viii) 4.50 1.75
of the Income-tax Act, 1961, making
in all Rs. 20.94 billion
To Capital Reserve, making in all Rs. 8.01 billion 1.21 1.27
Dividend for the year (proposed)
On equity shares @ 110% (@100% for fiscal 2007) 9.01 12.282
On preference shares (Rs.) 35,000 35,000
Corporate dividend tax 1.53 1.50
Balance to be carried forward to the next year 9.98 24.36
1. Includes Rs. 0.20 billion transferred on amalgamation of The Sangli
Bank Limited with the Bank.
2. Includes dividend for fiscal 2007 paid on shares issued pursuant to
exercise of employee stock options after the balance sheet date and
prior to the record date.
3. After taking into account transfer to Reserve Fund Rs. 3.14 million
for fiscal 2008, making in all Rs. 4.53 million.
ISSUANCE OF EQUITY CAPITAL
In fiscal 2008, ICICI Bank successfully concluded a capital raising
exercise, raising a total of about Rs. 200.00 billion through a
simultaneous public issue in India and issue of American Depositary
Shares (ADS) in the United States. The public issue in India was
subscribed 11.5 times and the ADS issue was subscribed over 5 times.
The domestic issue was priced at Rs. 940, representing a premium of
3.6% to the average closing price from the announcement to the pricing
date and the ADS was priced at USD 49.25, representing a premium of
6.6% over the domestic issue price.
SUBSIDIARY COMPANIES
At March 31, 2008, ICICI Bank had 17 subsidiaries as listed below:
Domestic Subsidiaries
ICICI Securities Limited
ICICI Securities Primary Dealership Limited
ICICI Prudential Life Insurance Company Limited
ICICI Lombard General Insurance Company Limited
ICICI Prudential Asset Management Company Limited
ICICI Prudential Trust Limited
ICICI Venture Funds Management Company Limited
ICICI Home Finance Company Limited
ICICI Investment Management Company Limited
ICICI Trusteeship Services Limited
International Subsidiaries
ICICI Bank UK PLC
ICICI Bank Canada
ICICI Wealth Management Inc.1
ICICI Bank Eurasia Limited Liability Company
ICICI Securities Holdings Inc.2
ICICI Securities Inc.3
ICICI International Limited
As approved by the Central Government vide letter dated May 15, 2008
under Section 212(8) of the Companies Act, 1956, copies of the balance
sheet, profit & loss account, report of the board of directors and
report of the auditors of each of the subsidiary companies have not
been attached to the accounts of the Bank for fiscal 2008. The Bank
will make available these documents/details upon request by any Member
of the Bank. These documents/details will be available on the Bank’s
website www.icicibank.com and will also be available for inspection by
any Member of the Bank at its Registered Office and Corporate
Office and also at the registered offices of the concerned
subsidiaries. As required by Accounting Standard- 21 (AS-21) issued by
the Institute of Chartered Accountants of India, the Bank’s
consolidated financial statements included in this Annual Report
incorporate the accounts of its subsidiaries and other entities. A
summary of key financials of the Bank’s subsidiaries is also included
in this Annual Report.
DIRECTORS
R. K. Joshi, former Chairman of General Insurance Corporation of India,
and an independent Director of the Bank, passed away on July 4, 2007.
The Board deeply mourns the untimely demise of R. K. Joshi and places
on record its appreciation for the contribution made by him in
enriching the deliberations of the Board during his association with
the Bank.
Nachiket Mor, Deputy Managing Director, opted for early retirement
effective October 19, 2007, to dedicate himself to the social
initiatives of the ICICI Group. He has been appointed as President of
the ICICI Foundation for Inclusive Growth. The Board places on record
its appreciation for the contribution made by him towards the growth
and development of the ICICI Group.
At its Meeting held on October 19, 2007, the Board elevated Chanda D.
Kochhar, Deputy Managing Director as Joint Managing Director & Chief
Financial Officer and appointed Sonjoy Chatterjee, Managing Director &
CEO, ICICI Bank UK PLC, as an additional Director of the Bank. Sonjoy
Chatterjee has been appointed as a wholetime Director designated as
Executive Director, for a period of five years, effective October 22,
2007. Reserve Bank of India (RBI) has vide its letter dated December 3,
2007, approved his appointment. Approval of the Members is being
sought at the forthcoming Annual General Meeting (AGM).
Vinod Rai, Secretary (Financial Sector), Department of Financial
Services, Ministry of Finance, Government of India was nominated as a
Director of the Bank by Government of India effective January 3, 2003.
He resigned from the Board effective January 6, 2008, consequent to his
appointment as the Comptroller & Auditor General of India (CAG). The
Board places on record its appreciation of the role played by Vinod Rai
during his tenure as a Director and his guidance and contribution as a
Member of the Board.
Arun Ramanathan, Secretary (Financial Sector), Department of Financial
Services, Ministry of Finance, Government of India was nominated as a
Director of the Bank by Government of India effective January 18, 2008.
In terms of Article 128A of the Articles of Association, Arun
Ramanathan is not liable to retire by rotation.
In terms of the provisions of the Companies Act, 1956 and the Articles
of Association of the Bank, Sridar Iyengar, T. S. Vijayan, L. N. Mittal
and Narendra Murkumbi would retire by rotation at the forthcoming AGM
and, being eligible, offer themselves for re-appointment.
AUDITORS
The auditors, B S R & Co., Chartered Accountants, will retire at the
ensuing AGM. As recommended by the Audit Committee, the Board has
proposed the appointment of B S R & Co. as stautory auditors for fiscal
2009. You are requested to consider their appointment. Their
appointment has been approved by RBI vide its letter dated April 21,
2008.
PERSONNEL
As required by the provisions of Section 217(2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975, as
amended, the names and other particulars of the employees are set out
in the Annexure to the Directors’ Report.
APPOINTMENT OF NOMINEE DIRECTORS ON THE BOARD OF ASSISTED COMPANIES
Erstwhile ICICI Limited (ICICI) had a policy of appointing nominee
directors on the boards of certain borrower companies based on loan
covenants, with a view to enable monitoring of the operations of those
companies. Subsequent to the merger of ICICI with ICICI Bank, the Bank
continues to nominate directors on the boards of assisted companies.
Apart from the Bank’s employees, experienced professionals from various
fields are appointed as nominee Directors. At March 31, 2008, ICICI
Bank had 60 nominee Directors, of whom 39 were employees of the Bank,
on the boards of 84 assisted companies. The Bank has a Nominee Director
Cell for maintaining records of nominee directorships.
CORPORATE GOVERNANCE
ICICI Bank has established a tradition of best practices in corporate
governance. The corporate governance framework in ICICI Bank is based
on an effective independent Board, the separation of the Board’s
supervisory role from the executive management and the constitution of
Board Committees, generally comprising a majority of independent
Directors and chaired by an independent Director, to oversee critical
areas.
I. Philosophy of Corporate Governance
ICICI Bank’s corporate governance philosophy encompasses not only
regulatory and legal requirements, such as the terms of listing
agreements with stock exchanges, but also several voluntary practices
aimed at a high level of business ethics, effective supervision and
enhancement of value for all stakeholders.
Whistle Blower Policy
ICICI Bank has formulated a Whistle Blower Policy for the ICICI Group.
In terms of this policy, employees of ICICI Bank and its group
companies are free to raise issues, if any, on breach of any law,
statute or regulation by the Bank and on the accounting policies and
procedures adopted for any area or item and report them to the Audit
Committee through specified channels. This mechanism has been
communicated and posted on the Bank’s intranet.
Prevention of Insider Trading
In accordance with the requirements of Securities and Exchange Board of
India (SEBI) (Prohibition of Insider Trading) Regulations, 1992, ICICI
Bank has instituted a comprehensive code of conduct for prevention of
insider trading.
Code of Business Conduct and Ethics
The Board of Directors of the Bank adopted a new Group Code of Business
Conduct and Ethics (the Group Code) primarily by strengthening and
providing illustrative guidance on the existing Code of Business
Conduct and Ethics approved earlier by the Board. The Group Code aims
at ensuring consistent standards of conduct and business ethical
practices across the constituents of the ICICI Group. Consequently,
each constituent of the ICICI Group would review their respective codes
and update the same in accordance with the Group Code. This Code is
also available on the website of the Bank www.icicibank.com. In terms
of Clause 49 of the Listing Agreement, a confirmation from the Managing
Director & CEO regarding compliance with the Code by all the Directors
and senior management is given on page 32 of the Annual Report.
CEO/CFO Certification
In terms of Clause 49 of the Listing Agreement, the certification by
the Managing Director & CEO and Joint Managing Director & Chief
Financial Officer on the financial statements and internal controls
relating to financial 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, Companies Act, 1956
and listing agreements entered into with stock exchanges and in
accordance with best practices in corporate governance. The Board
functions either as a full Board or through various committees
constituted to oversee specific operational areas. The Board has
constituted nine committees, namely, Audit Committee, Board Governance
& Remuneration Committee, Credit Committee, Customer Service Committee,
Fraud Monitoring Committee, Risk Committee, Share Transfer &
Shareholders’/ Investors’ Grievance Committee, Strategy Committee and
Committee of Directors.
A majority of these Board Committees are chaired by independent
Directors and mainly consist of independent Directors.
At March 31, 2008, the Board of Directors consisted of 16 members.
There were five meetings of the Board during fiscal 2008 – on April 28,
July 21, and October 19 in 2007 and January 19 and March 7-8 in 2008.
The names of the Directors, their attendance at Board Meetings during
the year and the number of other directorships and board committee
memberships held by them at March 31, 2008 are set out in the following
table:
Board Attendance
Meetings at last AGM
Name of Director attended (July 21,
during 2007)
the year
Independent Directors
N. Vaghul, Chairman 5 Present
Sridar Iyengar 5 Present
R. K. Joshi (upto July 4, 2007) 1 N.A.
L. N. Mittal 3 Absent
Narendra Murkumbi 5 Present
Anupam Puri 3 Present
Arun Ramanathan - N.A.
(w.e.f. January 18, 2008)(a)
Vinod Rai (upto January 6, 2008)(a) 1 Absent
M. K. Sharma 5 Present
P. M. Sinha 4 Present
Marti G. Subrahmanyam(b) 4 Present
T. S. Vijayan 2 Absent
V. Prem Watsa 4 Present
Number of other Number
directorships of other
committee3
Of Indian Of other 12 memberships
companies companies
11 6 3(1)
4 3 4(2)
N.A. N.A. N.A.
- 8 -
2 5 1
3 - 1(1)
- 5 -
N.A. N.A. N.A.
2 1 -
3 1 3(1)
2 4 1
7 5 1(1)
- 14 -
Board
Meetings
Name of Director attended
during
the year
Wholetime Directors
K. V. Kamath 5
Kalpana Morparia 1
(upto May 31, 2007)
Chanda D. Kochhar 5
Nachiket Mor 3
(upto October 18, 2007)
V. Vaidyanathan 5
Madhabi Puri Buch 4
(w.e.f. June 1, 2007)
Sonjoy Chatterjee 2
(w.e.f. October 22, 2007)
Number of other
Attendance Number
directorships
at last AGM of other
(July 21, committee3
Of Indian Of other
2007) memberships
companies companies
Present 4 4 -
N.A. N.A. N.A. N.A.
Present 2 4 1
Present N.A. N.A. N.A.
Present 3 - 1
Present 2 - -
N.A. - 3 -
None of the Directors of the Bank were members in more than 10
committees nor acted as Chairperson of more than five committees across
all companies in which they were Directors.
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 overseeing the
financial reporting process to ensure fairness, sufficiency and
credibility of financial statements, recommendation of appointment and
removal of central and branch statutory auditors and chief internal
auditor and fixation of their remuneration, approval of payment to
statutory auditors for other services rendered by them, review of
functioning of Whistle Blower Policy, review of the quarterly and
annual financial 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 findings of internal
investigations, review of statement of significant related party
transactions, review of management letters/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. The Committee is also empowered to appoint/oversee the
work of any registered public accounting firm, establish procedures for
receipt and treatment of complaints received regarding accounting and
auditing matters, engage independent counsel as also provide for
appropriate funding for compensation to be paid to any firm/advisors.
In addition, the Audit Committee also exercises oversight on the
compliance of risk management framework by providing directions to the
regulatory compliance function of the Bank.
Composition
The Audit Committee comprises three independent Directors and is
chaired by Sridar Iyengar. There were six 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
Sridar Iyengar, Chairman 6
M. K. Sharma, Alternate Chairman 5
Narendra Murkumbi 5
III. Board Governance & Remuneration Committee
Terms of Reference
The functions of the Committee include recommendation of appointments
to the Board, evaluation of the performance of the Managing Director &
CEO and wholetime Directors on pre-determined parameters,
recommendation to the Board of the remuneration (including performance
bonus and perquisites) to wholetime Directors, approval of the policy
for and quantum of bonus payable to the members of the staff, framing
of guidelines for the Employees Stock Option Scheme and recommendation
of grant of ICICI Bank stock options to the employees and wholetime
Directors of ICICI Bank and its subsidiary companies.
Composition
The Board Governance & Remuneration Committee comprises five
independent Directors and is chaired by N. Vaghul. There were four
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
N. Vaghul, Chairman 4
Anupam Puri 2
M. K. Sharma 4
P. M. Sinha 4
Marti G. Subrahmanyam 2
1. Also participated in two meetings through tele-conference.
Remuneration policy
The Board Governance & Remuneration Committee determines and recommends
to the Board the amount of remuneration, including performance bonus
and perquisites, payable to the wholetime Directors. The
recommendations of the Committee are based on evaluation of the
wholetime Directors on certain parameters.
The following table sets out the details of remuneration (including
perquisites, bonus and retiral benefits) paid to wholetime Directors
for fiscal 2008 and details of stock options granted for the three
years ended March 31, 2008:
K. V. Kalpana
Kamath Morparia
Break-up of remuneration (Rupees)
Basic 12,720,000 1,420,000
Performance bonus
for fiscal 20085 4,324,800 482,800
Allowances and
perquisites 6,140,299 4,447,950
Chanda D. Nachiket
Kochhar Mor
6,600,000 3,619,355
2,244,000 1,232,361
4,475,244 3,808,666
V. Madhabi Sonjoy
Vaidyanathan Puri Buch Chatterjee4
6,000,000 5,700,000 2,483,333
2,040,000 1,700,000 841,639
4,562,191 6,504,225 509,418
K. V. Kalpana
Kamath Morparia
Contribution to
provident fund 1,526,400 170,400
Contribution to
superannuation fund 1,908,000 177,485
Stock options (Numbers)
Fiscal 20085 270,000 NA
Fiscal 2007 300,000 200,000
Fiscal 2006 250,000 165,000
Chanda D. Nachiket
Kochhar Mor
792,000 434,323
990,000 -
180,000 NA
175,000 175,000
125,000 125,000
V. Madhabi Sonjoy
Vaidyanathan Puri Buch Chatterjee
720,000 684,000 298,000
- - 372,500
125,000 125,000 125,000
150,000 100,0007 75,0007
75,0007 75,0007 37,5007
1. Remuneration paid upto May 31, 2007.
2. Remuneration paid upto October 18, 2007.
3. Total remuneration paid for fiscal 2008 which includes the payment
prior to her being appointed Executive Director effective June 1, 2007.
Excludes performance bonus of Rs. 490,000 for the period of fiscal 2008
prior to her being appointed Executive Director, which was paid in
April 2008.
4. Excludes remuneration paid by ICICI Bank UK PLC prior to his being
appointed Executive Director of ICICI Bank effective October 22, 2007.
5. Pending RBI approval.
6. Includes leave travel allowance availed during the year: K.V.
Kamath – Rs. 2,650,000, Kalpana Morparia – Rs. 295,833, Chanda D.
Kochhar – Rs. 2,500,000, Nachiket Mor – Rs. 753,425, V. Vaidyanathan –
Rs. 1,250,000, Madhabi Puri Buch – Rs.1,950,000, leave encashment:
Kalpana Morparia – Rs. 3,786,667 and Nachiket Mor – Rs. 1,080,000 and
superannuation allowance: Kalpana Morparia – Rs. 35,515, Nachiket Mor –
Rs. 542,903, V. Vaidyanathan – Rs. 900,000 and Madhabi Puri Buch – Rs.
855,000.
7. Prior to appointment as wholetime Director.
Perquisites (evaluated as per Income-tax Rules wherever applicable and
otherwise at actual cost to the Bank) such as the benefit of the Bank’s
furnished accommodation, gas, electricity, water and furnishings, club
fees, personal insurance, use of car and telephone at residence or
reimbursement of expenses in lieu thereof; medical reimbursement, leave
and leave travel concession, education benefits, provident fund,
superannuation fund and gratuity, were provided in accordance with the
scheme(s) and rule(s) applicable from time to time. If accommodation
owned by the Bank is not provided, the concerned wholetime Director is
eligible for house rent allowance of Rs. 100,000 per month and
maintenance of accommodation, including furniture, fixtures and
furnishings provided by the Bank.
As provided under Article 132 of the Articles of Association of the
Bank, the fees payable to a Director (other than to the nominee of
Government of India) for attending a Meeting of the Board or Committee
thereof are decided by the Board of Directors from time to time within
the limits prescribed by the Companies Act, 1956 or the Central
Government. The Board of Directors has approved the payment of Rs.
20,000 as sitting fees for each meeting of Board or Committee attended.
This amount is within the limits prescribed by the Ministry of
Corporate Affairs vide its Notification dated July 24, 2003. Approval
of the Members for payment of sitting fees to the Directors was
obtained at the AGM held on August 20, 2005.
Information on the total sitting fees paid to each of the independent
Directors during fiscal 2008 for attending Meetings of the Board and
its Committees is set out in the following table:
Name of Director Amount (Rupees)
N. Vaghul 740,000
Sridar Iyengar 320,000
R. K. Joshi 20,000
L. N. Mittal 60,000
Narendra Murkumbi 820,000
Anupam Puri 100,000
Name of Director Amount (Rupees)
M. K. Sharma 1,180,000
P.M. Sinha 260,000
Marti G. Subrahmanyam 180,000
T. S. Vijayan 40,000
V. Prem Watsa 160,000
Total 38,80,000
The details of shares and convertible instruments of the Bank, held by
the non- wholetime Directors as on March 31, 2008 are set out in the
following table:
V. Customer Service Committee
Terms of reference
The functions of this Committee include review of customer service
initiatives, overseeing the functioning of the Customer Service Council
and evolving innovative measures for enhancing the quality of customer
service and improvement in the overall satisfaction level of customers.
Composition
The Customer Service Committee comprises five Directors including four
independent Directors and the Managing Director & CEO. It is chaired by
N. Vaghul. There were four meetings of the Committee during the year.
The details of the composition of the Committee and attendance at its
Meetings are as follows:
Name of Member Number of meetings attended
N. Vaghul, Chairman 4
Narendra Murkumbi 3
M. K. Sharma 4
P. M. Sinha 1
K. V. Kamath 4
VI. Fraud Monitoring Committee Terms of reference
The Committee monitors and reviews all frauds involving an amount of
Rs. 10.0 million and above.
Composition
The Fraud Monitoring Committee comprises five Directors, namely, M. K.
Sharma, Narendra Murkumbi, K. V. Kamath, Chanda D. Kochhar and V.
Vaidyanathan and is chaired by M. K. Sharma, an independent Director.
There were nine meetings of the Committee during the year. The details
of the composition of the Committee and attendance at its Meetings are
as follows:
Name of Member Number of meetings attended
M. K. Sharma, Chairman 8
Narendra Murkumbi 6
K. V. Kamath 9
Kalpana Morparia (upto May 31, 2007) 3
Chanda D. Kochhar 8
V. Vaidyanathan (w.e.f. June 1, 2007) 3
N. Vaghul, Sridar Iyengar, L. N. Mittal, Anupam Puri, P. M. Sinha and
Marti G. Subrahmanyam attended one Meeting as invitees.
VII. Risk Committee
Terms of reference
The Committee reviews ICICI Bank’s risk management policies in relation
to various risks (portfolio, liquidity, interest rate, off-balance
sheet and operational risks), investment policies and strategy and
regulatory and compliance issues in relation thereto. The Committee
also reviews key risk indicators covering areas such as credit risk,
interest rate risk, liquidity risk, foreign exchange risk and internal
audit.
Composition
The Risk Committee comprises five Directors including four independent
Directors and the Managing Director & CEO. It is chaired by N. Vaghul.
There were five 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
N. Vaghul, Chairman 5
Sridar Iyengar 5
Marti G. Subrahmanyam 3
V. Prem Watsa 3
K. V. Kamath 3
1. Also participated in one meeting through tele-conference.
Narendra Murkumbi, M. K. Sharma and P. M. Sinha attended one Meeting as
invitees.
VIII. Share Transfer & Shareholders’/Investors’ Grievance Committee
Terms of reference
The functions and powers of the Committee include approval and
rejection of transfer or transmission of equity and preference shares,
bonds, debentures and securities, issue of duplicate certificates,
allotment of shares and securities issued from time to time, including
those under stock options, review and redressal of shareholders’ and
investors’ complaints, delegation of authority for opening and
operation of bank accounts for payment of interest, dividend and
redemption of securities and the listing of securities on stock
exchanges.
Composition
The Share Transfer & Shareholders’/Investors’ Grievance Committee
comprises four Directors and is chaired by M. K. Sharma, an independent
Director. There were 12 meetings of the Committee during the year. The
details of the composition of the Committee and attendance at its
Meetings are given below:
Name of Member Number of meetings attended
M. K. Sharma, Chairman 12
Narendra Murkumbi 7
Kalpana Morparia (upto May 31, 2007) 1
Chanda D. Kochhar 12
Madhabi Puri Buch (w.e.f. June 1, 2007) 6
Sandeep Batra, Senior General Manager & Company Secretary is the Group
Compliance Officer. 19,248 shareholder complaints received in fiscal
2008 were processed. At March 31, 2008, 7 complaints were pending.
IX. Strategy Committee
Terms of reference
The functions of the Committee are to evaluate various strategic
opportunities, including acquisitions/ divestitures, restructuring and
other strategic initiatives for the Bank and its subsidiaries and
recommend the same to the Board.
Composition
The Strategy Committee comprises five Directors – N. Vaghul, M. K.
Sharma, Narendra Murkumbi, K. V. Kamath and Chanda D. Kochhar. The
Committee is chaired by N. Vaghul. The Strategy Committee was
constituted by the Board at its Meeting held on March 7-8, 2008 and no
meetings of the Committee were held during fiscal 2008.
X. Committee of Directors
Terms of reference
The powers of the Committee include approval of credit proposals as per
authorisation approved by the Board, approvals in respect of borrowings
and treasury operations and premises and property related matters.
Composition
The Committee of Directors comprises of all five wholetime Directors
and is chaired by K. V. Kamath, Managing Director & CEO.
XI. Other Committees
In addition to the above, the Board has from time to time constituted
various committees namely, Asset- Liability Management Committee,
Committee for Identification of Wilful Defaulters, Grievance Redressal
Committee for borrowers identified as Wilful Defaulters (all comprising
certain wholetime Directors and executives) and Committee of
Executives, Compliance Committee, Product & Process Approval Committee,
Regional Committees for India and overseas operations, Outsourcing
Committee, Operational Risk Management Committee and other Committees
(all comprising executives). These committees are responsible for
specific operational areas like asset-liability management, approval of
credit proposals, approval of products and processes and management of
operational risk, under authorisation/ supervision of the Board and its
Committees.
XII. General Body Meetings
The details of General Body Meetings held in the last three years are
given below:
General Body Meeting Day, Date
Eleventh AGM Saturday,
August 20, 2005
Twelfth AGM Saturday
July 22, 2006
Extraordinary General Meeting (EGM) Saturday,
January 20, 2007
Thirteenth AGM Saturday
July 21, 2007
Time Venue
1.30 p.m. Professor Chandravadan
1.30 p.m. Mehta Auditorium,
General Education Centre,
2.00 p.m. Opposite D. N. Hall Ground,
The Maharaja Sayajirao University,
Pratapgunj, Vadodara 390 002.
1.30 p.m. Special Resolution
The details of Special Resolutions passed at the General Body Meeting
of shareholders in the last three years are given below:
General Body Meeting Day
Eleventh AGM August 20, 2005
Twelfth AGM July 22, 2006
EGM January 20, 2007
Thirteenth AGM July 21, 2007
Resolution
* Amendment to the Articles of Association of the Company for
re-classification of the authorised share capital.
* Approval for issue of preference shares subject to applicable laws
and regulations.
* Merger of The Sangli Bank Limited with ICICI Bank Limited (passed by
the requisite majority as provided under Section 44A of the Banking
Regulation Act, 1949).
* Approval for issue of preference shares subject to applicable laws
and regulations.
* Amendment to the Articles of Association of the Company for deleting
the reference to the definition of ‘group’
Postal Ballot
Though not mandatorily required, to facilitate wider participation in
the approval process, approval of shareholders was sought through
postal ballot for the following Resolutions:
1. Ordinary Resolution for alteration in the authorised share capital
and consequent alteration in the Memorandum of Association.
2. Special Resolution for alteration in the Articles of Association.
3. Special Resolution for raising capital.
N. L. Bhatia, Practicing Company Secretary, NL Bhatia & Associates was
appointed as the Scrutinizer for conducting the postal ballot process.
The notice dated April 28, 2007 was sent to the Members and the last
date for receipt of postal ballot forms by the Scrutinizer was June 7,
2007. Till that date, 16,589 forms were received. According to the
Scrutinizer’s report the first two Resolutions were passed by majority
of 99.9% and the third Resolution was passed by majority of 82.9%. The
result of the postal ballot was declared on June 8, 2007 and published
on June 9, 2007 in the Financial Express (Ahmedabad, Bangalore,
Chandigarh, Chennai, Coimbatore, Hyderabad, Kochi, Kolkata, Mumbai, New
Delhi and Pune editions) and in Vadodara Samachar (Vadodara) for the
information of Members.
The Bank has followed the procedure as prescribed under Companies
(Passing of the Resolution by Postal Ballot), Rules, 2001.
At present, no special resolution is proposed to be passed through
postal ballot.
XIII. Disclosures
1. There are no materially significant transactions with related
parties i.e., directors, management, subsidiaries, or relatives
conflicting with the Bank’s interests. The Bank has no promoter.
2. Penalties or strictures imposed on the Bank by any of the stock
exchanges, Securities & Exchange Board of India (SEBI) or any other
statutory authority, for any non-compliance on any matter relating to
capital markets, during the last three years are detailed below:
* On April 10, 2007, the Eastern Magistrate’s Court, Hong Kong fined
the Bank a sum of HKD 40,000, details of which are given in Note 35 of
the Notes to Accounts.
* During fiscal 2006, RBI had imposed a penalty of Rs. 0.5 million on
the Bank citing contravention of RBI instructions relating to opening
of accounts, monitoring of transactions for adherence of know your
customer/anti money laundering norms, and non-adherence to normal
banking practices under section 47A(1)(b) of the Banking Regulation
Act, 1949.
Other than the aforementioned, no penalties or strictures were imposed
on the Bank by any of the stock exchanges, SEBI or any other statutory
authority, for any non-compliance on any matter relating to capital
markets during the last three years.
XIV. Means of Communication
It is ICICI Bank’s belief that all stakeholders should have access to
complete information regarding its position to enable them to
accurately assess its future potential. ICICI Bank disseminates
information on its operations and initiatives on a regular basis. ICICI
Bank‘s website (www.icicibank.com) serves as a key awareness facility
for all its stakeholders, allowing them to access information at their
convenience. It provides comprehensive information on ICICI Bank’s
strategy, business segments, financial performance, operational
performance, share price movements and the latest press releases.
ICICI Banks dedicated investor relations personnel respond to specific
queries and play a proactive role in disseminating information to both
analysts and investors. In accordance with SEBI and Securities Exchange
Commission (SEC) guidelines, all information which could have a
material bearing on ICICI Banks share price is released through leading
domestic and global wire agencies. The information is also disseminated
to the National Stock Exchange of India (NSE), the Bombay Stock
Exchange Limited (BSE), New York Stock Exchange (NYSE), Luxembourg
Stock Exchange, Singapore Stock Exchange and Japan Securities Dealers
Association from time to time. ICICI Bank also circulates its
half-yearly results to all
its shareholders. As required by SEBI and the listing agreements, ICICI
Bank files its financial and other information on the Electronic Data
Information Filing and Retrieval (EDIFAR) website maintained by the
National Informatics Centre (NIC).
ICICI Banks quarterly financial results are published in the Financial
Express (Ahmedabad, Bangalore, Chandigarh, Chennai, Kochi, Kolkata,
Mumbai and New Delhi editions) and in Vadodara Samachar (Vadodara). The
financial results, official news releases and presentations are also
available on the website of ICICI Bank.
The Managements Discussion & Analysis forms part of the Annual Report.
General Shareholder Information Fourteenth AGM
Day, Date Time
Saturday, 1.30 p.m.
July 26, 2008
Venue
Professor Chandravadan Mehta Auditorium,
General Education Centre,
Opposite D. N. Hall Ground,
The Maharaja Sayajirao University,
Pratapgunj, Vadodara 390 002.
Financial Calendar : April 1 to March 31
Book Closure : July 12, 2008 to July 26, 2008
Dividend Payment Date : July 28, 2008
Listing of equity shares/ADSs on Stock Exchanges (with stock code)
Stock Exchange Code for ICICI Bank
Bombay Stock Exchange Limited (BSE) 532174
Phiroze Jeejeebhoy Towers &
Dalal Street, Mumbai 400 001 6321741
National Stock Exchange of India Limited (NSE) ICICIBANK
Exchange Plaza, Bandra-Kurla Complex
Bandra (East), Mumbai 400 051
New York Stock Exchange (ADSs)2 IBN
11, Wall Street, New York, NY 10005, United States of America
1. FII segment of BSE.
2. Each ADS of ICICI Bank represents two underlying equity shares.
ICICI Bank has paid annual listing fees for the relevant periods on its
capital to BSE, NSE and NYSE where its equity shares and ADSs are
listed.
Share Transfer System
ICICI Banks investor services are handled by 3i Infotech Limited (3i
Infotech). 3i Infotech operates in the following main areas of
business: software consultancy and development, IT-enabled services, IT
infrastructure and network and facilities management services. 3i
Infotech has received the ISO-9001 certification for its transaction
processing activities.
ICICI Banks equity shares are traded only in dematerialised form.
During the year, 2,343,651 equity shares of ICICI Bank involving 16,872
certificates were transferred into electronic mode. At March 31, 2008,
99.02% of ICICI Bank’s paid-up equity share capital (including equity
shares represented by ADS constituting 28.58% of the paid-up equity
share capital) comprising 1,101,827,673 equity shares had been
dematerialised.
Physical share transfers are registered and returned generally within a
period of seven days from the date of receipt, if the documents are
correct and valid in all respects.
The number of equity shares of ICICI Bank transferred during the last
three years (excluding electronic transfer of shares in dematerialised
form) is given below:
Fiscal 2006 Fiscal 2007 Fiscal 2008
Number of transfer deeds 7,994 4,804 4,430
Number of shares transferred 437,044 256,196 257,167
As required under Clause 47(c) of the listing agreements entered into
by ICICI Bank with stock exchanges, a certificate is obtained every six
months from a practising Company Secretary, with regard to, inter alia,
effecting transfer, transmission, sub-division, consolidation, renewal
and exchange of equity shares and bonds in the nature of debentures
within one month of their lodgement. The certificates are forwarded to
BSE and NSE, where the equity shares are listed, within 24 hours of
issuance and also placed before the Share Transfer and
Shareholders’/Investors’ Grievance Committee.
In terms of SEBI’s circular no. D&CC/FITTC/CIR-16 dated December 31,
2002, a Secretarial Audit is conducted on a quarterly basis by a firm
of Chartered Accountants, for the purpose of, inter alia,
reconciliation of the total admitted equity share capital with the
depositaries and in the physical form with the total issued/paid up
equity capital of ICICI Bank. Certificates issued in this regard are
placed before the Share Transfer and Shareholders’/Investors’ Grievance
Committee and forwarded to BSE and NSE, where the equity shares of
ICICI Bank are listed.
Registrar and Transfer Agents
The Registrar and Transfer Agent of ICICI Bank is 3i Infotech Limited.
Investor services related queries may be directed to Jayendra Pai at
either of the addresses below:
* Infotech Limited Infotech Limited
International Infotech Park Maratha Mandir Annex
Tower 5, 3rd Floor Dr. A. R. Nair Road
Navi Mumbai 400 703
Mumbai Central
Tel No.: +91-22-6792 8000
Mumbai 400 008
Fax : +91-22-6792 8099
E-mail : investor@icicibank.com
Queries relating to the operational and financial performance of ICICI
Bank may be addressed to:
Rakesh Jha/ Pankaj Jain
ICICI Bank Limited
ICICI Bank Towers
Bandra-Kurla Complex
Mumbai 400 051
Tel No. : +91-22-2653 1414
Fax No. : +91-22-2653 1175
E-mail : ir@icicibank.com
Information on Shareholding
COMPLIANCE CERTIFICATE OF THE AUDITORS
ICICI Bank has annexed to this report, a certificate obtained from the
statutory auditors, B S R & Co., Chartered Accountants, regarding
compliance of conditions of corporate governance as stipulated in
Clause 49 of the listing agreement.
EMPLOYEE STOCK OPTION SCHEME
In fiscal 2000, ICICI Bank instituted an Employee Stock Option Scheme
(ESOS) to enable the employees and Directors of ICICI Bank and its
subsidiaries to participate in the future growth and financial success
of the Bank. As per the ESOS as amended from time to time, the maximum
number of options granted to any employee/director in a year is limited
to 0.05% of ICICI Bank’s issued equity shares at the time of the grant,
and the aggregate of all such options is limited to 5% of ICICI Bank’s
issued equity shares on the date of the grant (equivalent to 55.6
million shares at April 26, 2008).
Options granted for fiscal 2003 and earlier years vest in a graded
manner over a three-year period, with 20%, 30% and 50% of the grants
vesting in each year, commencing not earlier than 12 months from the
date of grant. Options granted for fiscal 2004 onwards vest in a graded
manner over a four-year period, with 20%, 20%, 30% and 30% of the
grants vesting in each year, commencing not earlier than 12 months from
the date of grant.
Options can be exercised within 10 years from the date of grant or five
years from the date of vesting, whichever is later. The price of the
options granted prior to June 30, 2003 is the closing market price on
the stock exchange, which recorded the highest trading volume on the
date of grant. The price for options granted on or after June 30, 2003
till July 21, 2004 is equal to the average of the high and low market
price of the equity shares in the two week period preceding the date of
grant of the options, on the stock exchange which recorded the highest
trading volume during the two week period. The price for options
granted on or after July 22, 2004 is equal to the closing price on the
stock exchange which recorded the highest trading volume preceding the
date of grant of options. The above pricing is in line with the SEBI
guidelines, as amended from time to time.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors confirm:
1. that in the preparation of the annual accounts, the applicable
accounting standards have been followed, along with proper explanation
relating to material departures;
2. that they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent, so as to give a true and fair view of the state of affairs of
the Bank at the end of the financial year and of the profit or loss of
the Bank for that period;
3. that they have taken proper and sufficient care for the maintenance
of adequate accounting records, in accordance with the provisions of
the Banking Regulation Act, 1949 and the Companies Act, 1956 for
safeguarding the assets of the Bank and for preventing and detecting
fraud and other irregularities; and
4. that they have prepared the annual accounts on a going concern
basis.
ACKNOWLEDGEMENTS
ICICI Bank is grateful to the Government of India, RBI, SEBI and
overseas regulators for their continued co-operation, support and
advice. ICICI Bank wishes to thank its investors, the domestic and
international banking community, investment bankers, rating agencies
and stock exchanges for their support.
ICICI Bank would like to take this opportunity to express sincere
thanks to its valued clients and customers for their continued
patronage. The Directors express their deep sense of appreciation of
all the employees, whose outstanding professionalism, commitment and
initiative has made the organisation’s growth and success possible and
continues to drive its progress. Finally, the Directors wish to express
their gratitude to the Members for their trust and support.
For and on behalf of the Board
Place : Mumbai N. VAGHUL
Date : May 27, 2008 Chairman
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